UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
Filed by the Registrantþ
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o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
 
NUVEEN INVESTMENT TRUSTNuveen Balanced Stock and Bond Fund
 
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Important Notice
to Nuveen Mutual Fund Shareholders of the
Nuveen Balanced Stock and Bond Fund

May   , 2008
                    , 2007
 
Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.
 
Q.Why am I receiving this Proxy Statement?
 
A.You are being askedThe Board of Trustees of your Fund recently approved changes to vote on three or more important matters affecting your Fund:Fund’s investment strategy contingent upon shareholder approval of each of the following:
 
(1) Approval of• a New Investment Management Agreement.  Nuveen Asset Management (“NAM”) serves as your Fund’s investment adviser. Nuveen Investments,sub-advisory agreement with Richards & Tierney, Inc. (“Nuveen”R&T”), the parent company of NAM, recently announced its intention to be acquired by investors led by Madison Dearborn Partners, LLC, and to thereby become a privately-held company. In the event this takes place, securities laws require your Fund’s shareholders to approve a new investment management agreement between NAM and the Fund;
;
 
(2) Approval of• a New Investment Sub-Advisory Agreement  For certain Funds, NAM has retained one or more sub-adviserschange to manage all or a portion of fund assets. In the event the transaction described in (1) above takes place, securities laws require shareholders of those funds to approve a new sub-advisory agreement between NAMFund’s investment objective; and each sub-adviser;
 
(3) Approval of Fund Board Nominees.  This year, you and other Fund shareholders are being asked• a change to approve the election of Board members to serve on your Fund’s Board. The list of specific nominees for your Fund is contained in the enclosed proxy statement;
diversification policy.
 
(4) For Nuveen Large-Cap Value Fund, ApprovalYou should consider the investment strategy changes approved by the Board when determining how to vote on the above items.
Q.What changes did the Board of Two New Sub-Advisers and a Change in Investment Objective.  For Nuveen Large-Cap Value Fund (“Large-Cap Value”), NAM has proposed adding two sub-advisersTrustees approve for my Fund?
A.On April 23, 2008, the Board of Trustees approved changes to the Fund and changing theyour Fund’s investment objective. These changesstrategy to adopt a multi-asset class/multi-manager strategy for your Fund more consistent with the current marketplace. In pursuing this multi-asset class/multi-manager strategy, your Fund will operate as a “fund-of-funds” investing substantially all of its assets in other Nuveen mutual funds and unaffiliated exchange-traded funds. By operating as a fund-of-funds, your Fund will be able to invest in a broader range of asset classes, select managers who are designed to provide greater diversification withinexperts in managing each asset class and reduce the Fund, while offering the potential for improved risk adjusted returns. To effect these changes, securities laws require Large-Cap Value’s shareholders to approve sub-advisory agreementsthat can come from investing with Symphony Asset Management LLC (“Symphony”) and HydePark Investment Strategies, LLC (“HydePark”), as well as the change in the Fund’s investment objective.a single manager.
 
(5) RatificationIn connection with approving the investment strategy changes, the Board also approved: (i) the appointment of Independent Registered Public Accounting Firm.  This year, youR&T, an investment manager specializing in asset allocation and other Fund shareholders are being asked to ratify the selectionmanager of the independent registered public accounting firm. PricewaterhouseCoopers LLP has been selectedmanager services, to serve as your Fund’s independent registered public accounting firm.
sub-adviser to implement and manage the new investment strategy; (ii) a change to your Fund’s investment objective to better align your Fund’s objective with the newly adopted strategy; and (iii) a change to your Fund’s diversification policy. In addition, the Board also approved a new name for your Fund, Nuveen Moderate Allocation Fund, effective upon the implementation of the new investment strategy.
 
Q.Your Fund’s Board, includingWhen will the independent Board members, unanimously recommends that you voteFOReach proposal.changes to my Fund take effect?
 
A.Your vote is very important. We encourage you as a shareholderIf shareholders approve the sub-advisory agreement with R&T, the change to participatethe investment objective and the change to the diversification policy, the new investment strategy will be implemented for your Fund on or about August 1, 2008.
Q.Will the changes affect my Fund’s operating expenses?
A.In connection with the change in investment strategy, Nuveen Asset Management (“NAM”), your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes,investment adviser, intends to reduce the investment management fee it receives from your Fund may not be ablesuch that NAM will receive an annual fee from the Fund equal to hold its meeting or0.15% of the vote on each issue, andaverage daily net assets of the Fund. NAM will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.pay R&T a sub-advisory fee from the investment management fee that NAM receives from your Fund. In

 

Q.How will Iaddition, as a fund-of-funds, your Fund shareholder be affected if Nuveen becomes a privately-held company?
A.Your Fund investment will not change as a resultbear its proportionate share of NAM’s change of ownership. You will still own the same Fund sharesfees and expenses incurred by the underlying value of those sharesfunds in which it invests. It is expected that the expense ratio for the Fund will not change[increase] as a result of the transaction.changes to the Fund’s investment strategy. However, in order to limit the expenses paid by shareholders as a result of the change in investment strategy, NAM will continuehas agreed to managewaive fees and reimburse expenses through October 31, 2011 such that the Fund’s total annual net operating expenses (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, extraordinary expenses and fees and expenses of the underlying funds in which the Fund invests) do not exceed 0.34% of the average daily net assets of any class of the Fund’s shares, which is intended to approximate the current expense cap on your Fund. Please see the section entitled “Information on the Fund’s Fees and Expenses” in the Proxy Statement for additional information, including a pro forma expense table for your Fund according to the same objectives and policies as before, and does not anticipate any significant changes to its operations.
Q.Will there be any important differences between my Fund’s new investment management agreement and sub-advisory agreement, as applicable, and the current agreements?
A.No. The termsassuming implementation of the new and current agreements are substantially the same. With the exception of Large-Cap Value, there will be no change in the fees you pay, who manages your Fund, your Fund’s objectives and policies, or your Fund’s day-to-day management. If the proposals described in (4) above are approved by shareholders of NAM, Large Cap Value’s overall management fee will decrease and its investment objective will change.strategy.
 
Q.What will happen if shareholders do not approve the newsub-advisory agreement with R&T, the change to the investment management agreementobjective or sub-advisory agreement?the change to the diversification policy?
 
A.NAM and your Fund’s sub-adviser(s), as applicable, will continue to manage your Fund under an interim investment management agreement and an interim sub-advisory agreement, but must place their compensation for their services during this interim period in escrow, pending shareholder approval. For Large-Cap Value, ifIf shareholders do not approve all of the sub-advisory agreements with Symphonyproposals being considered at the meeting, the existing investment strategy, objective, diversification policy and HydePark,name of your Fund’sFund will remain in place and the Board will take such actions as it deems to be in the best interests of yourthe Fund. This is discussed in more detail in the proxy statement.Your Fund’s Board urges you to vote without delay in order to avoid potential disruption to the Fund’s operations.
 
Q.Who do I call if I have questions?
 
A.If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your FundFund’s proxy solicitor, at866-434-7510           with your proxy material.
 
Q.How do I vote my shares?
 
A.You can vote your shares (1) by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephoneenvelope; (2) by calling the toll-free number on the proxy cardcard; or (3) by computer by goingdirecting your computer’s browser program to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide.
 
Q.Will anyone contact me?
 
A.You may receive a call from Computershare Fund Services, the proxy solicitor hired by the Funds,Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.
We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important and in the best interests of the Fund’s shareholders. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’sfollow-up contact list.
Your Fund’s Board, including the independent Board members, unanimously recommends that you vote FOR each proposal.
Thank you for taking the time to vote.

 

 
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
Notice of Special Meeting
of Shareholders
        , 2007
 
Nuveen Multistate Trust IMay   , 2008
  Nuveen Arizona Municipal Bond Fund
  Nuveen Colorado Municipal Bond Fund
  Nuveen Florida Preference Municipal Bond Fund
  Nuveen Maryland Municipal Bond Fund
  Nuveen New Mexico Municipal Bond Fund
  Nuveen Pennsylvania Municipal Bond Fund
  Nuveen Virginia Municipal Bond Fund
Nuveen Multistate Trust II
  Nuveen California Municipal Bond Fund
  Nuveen California High Yield Municipal Bond Fund
  Nuveen California Insured Municipal Bond Fund
  Nuveen Connecticut Municipal Bond Fund
  Nuveen Massachusetts Municipal Bond Fund
  Nuveen Massachusetts Insured Municipal Bond Fund
  Nuveen New Jersey Municipal Bond Fund
  Nuveen New York Municipal Bond Fund
  Nuveen New York Insured Municipal Bond Fund
Nuveen Multistate Trust III
  Nuveen Georgia Municipal Bond Fund
  Nuveen Louisiana Municipal Bond Fund
  Nuveen North Carolina Municipal Bond Fund
  Nuveen Tennessee Municipal Bond Fund
Nuveen Multistate Trust IV
  Nuveen Kansas Municipal Bond Fund
  Nuveen Kentucky Municipal Bond Fund
  Nuveen Michigan Municipal Bond Fund
  Nuveen Missouri Municipal Bond Fund
  Nuveen Ohio Municipal Bond Fund
  Nuveen Wisconsin Municipal Bond Fund
Nuveen Municipal Trust
  NuveenAll-American Municipal Bond Fund
  Nuveen High Yield Municipal Bond Fund
  Nuveen Insured Municipal Bond Fund
  Nuveen Intermediate Duration Municipal Bond Fund
  Nuveen Limited Term Municipal Bond Fund

Nuveen Investment Trust
  Nuveen Balanced Municipal and Stock Fund
  Nuveen Balanced Stock and Bond Fund
  Nuveen Large-Cap Value Fund
  Nuveen NWQ Global Value Fund
  Nuveen NWQ Large-Cap Value Fund
  Nuveen NWQ Multi-Cap Value Fund
  Nuveen NWQ Small-Cap Value Fund
  Nuveen NWQ Small/Mid-Cap Value Fund
  Nuveen Tradewinds Value Opportunities Fund
 
Nuveen Investment Trust II

Nuveen Rittenhouse Growth Fund
  Nuveen Santa Barbara Dividend Growth Fund
  Nuveen Santa Barbara Growth Fund
  Nuveen Santa Barbara Growth Opportunities Fund
  Nuveen Tradewinds Global All-Cap Fund
  Nuveen Tradewinds International Value Fund
Nuveen Investment Trust III
Nuveen Multi-Strategy Income Fund (formerly known as
Nuveen Core Bond Fund)
  Nuveen High YieldBalanced Stock and Bond Fund
  Nuveen Short Duration Bond Fund
 
To the Shareholders of the Above Funds:Fund:
 
Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of Nuveen MultistateInvestment Trust, I, on behalf of its series Nuveen Arizona Municipal Bond Fund, Nuveen Colorado Municipal Bond Fund, Nuveen Florida Preference Municipal Bond Fund, Nuveen Maryland Municipal Bond Fund, Nuveen New Mexico Municipal Bond Fund, Nuveen Pennsylvania Municipal Bond Fund and Nuveen Virginia Municipal Bond Fund; Nuveen Multistate Trust II, on behalf of its series Nuveen California Municipal Bond Fund, Nuveen California High Yield Municipal Bond Fund, Nuveen California Insured Municipal Bond Fund, Nuveen Connecticut Municipal Bond Fund, Nuveena Massachusetts Municipal Bond Fund, Nuveen Massachusetts Insured Municipal Bond Fund, Nuveen New Jersey Municipal Bond Fund, Nuveen New York Municipal Bond Fund and Nuveen New York Insured Municipal Bond Fund; Nuveen Multistate Trust III, on behalf of its series Nuveen Georgia Municipal Bond Fund, Nuveen Louisiana Municipal Bond Fund, Nuveen North Carolina Municipal Bond Fund and Nuveen Tennessee Municipal Bond Fund; Nuveen Multistate Trust IV, on behalf of its series Nuveen Kansas Municipal Bond Fund, Nuveen Kentucky Municipal Bond Fund, Nuveen Michigan Municipal Bond Fund, Nuveen Missouri Municipal Bond Fund, Nuveen Ohio Municipal Bond Fund and Nuveen Wisconsin Municipal Bond Fund; Nuveen Municipal Trust, on behalf of its series NuveenAll-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Insured Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund; Nuveen Investment Trust,business trust (the “Trust”), on behalf of its series, Nuveen Balanced Municipal and Stock Fund (“Balanced Municipal and Stock”), Nuveen Balanced Stock and Bond Fund (“Balanced Stock and Bond”), Nuveen Large-Cap Value Fund (“Large-Cap Value”), Nuveen NWQ Global Value Fund (“Global Value”), Nuveen NWQ Large-

Cap Value Fund (“NWQ Large-Cap Value”), Nuveen NWQ Multi-Cap Value Fund (“NWQ Multi-Cap Value”), Nuveen NWQ Small-Cap Value Fund (“NWQ Small-Cap Value”), Nuveen NWQ Small/Mid-Cap Value Fund (“NWQ Small/Mid-Cap Value”) and Nuveen Tradewinds Value Opportunities Fund (“Tradewinds Value Opportunities”); Nuveen Investment Trust II, on behalf of its series Nuveen Rittenhouse Growth Fund (“Rittenhouse Growth”), Nuveen Santa Barbara Dividend Growth Fund (“Santa Barbara Dividend Growth”), Nuveen Santa Barbara Growth Fund (“Santa Barbara Growth”), Nuveen Santa Barbara Growth Opportunities Fund (“Santa Barbara Growth Opportunities”), Nuveen Tradewinds Global All-Cap Fund (“Tradewinds Global All-Cap”), Nuveen Tradewinds International Value Fund (“Tradewinds International Value”); and Nuveen Investment Trust III, on behalf of its series Nuveen Multi-Strategy Income Fund, Nuveen High Yield Bond Fund and Nuveen Short Duration Bond Fund, each a Massachusetts business trust (each trust individually, a “Trust” and collectively, the “Trusts” and each series individually, a(the “Fund” and collectively, the “Funds”), will be held (along with meetings of shareholders of several other Nuveen funds) in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Friday, October 12, 2007,Monday, June 23, 2008, at 10:00 a.m.2:30 p.m., Central time, for the following purposes and to transact such other business, if any, as may properly come before the Meeting:
 
Matters to Be Voted on by Shareholders:
 
1. To approve a new investment managementsub-advisory agreement between each Trust and Nuveen Asset Management (“NAM”), eachthe Fund’s investment adviser.adviser, and Richards & Tierney, Inc. (“R&T”).
 
2. To approve a new sub-advisory agreement between NAM and each sub-adviser belowchange to succeed the current sub-advisory agreement with that sub-adviser:
a. (For shareholders of Balanced Municipal and Stock, Balanced Stock and Bond and Large-Cap Value only) to approve a new sub-advisory agreement between NAM and Institutional Capital LLC;
b. (For shareholders of Global Value, NWQ Large-Cap Value, NWQ Multi-Cap Value, NWQ Small-Cap Value and NWQ Small/Mid-Cap Value only) to approve a new sub-advisory agreement between NAM and NWQ Investment Management Company, LLC;
c. (For shareholders of Rittenhouse Growth only) to approve a new sub-advisory agreement between NAM and Rittenhouse Asset Management, Inc.;
d. (For shareholders of Santa Barbara Dividend Growth, Santa Barbara Growth and Santa Barbara Growth Opportunities only) to approve a new sub-advisory agreement between NAM and Santa Barbara Asset Management, LLC;
e. (For shareholders of Global Value, Tradewinds Global All-Cap, Tradewinds International Value and Tradewinds Value Opportunities only) to approve a new sub-advisory agreement between NAM and Tradewinds Global Investors, LLC.
3. To elect eight (8) Trustees to the Board of Trustees (each a “Board” and each Trustee a “Board Member”) of each Trust to serve until their successors shall have been duly elected and qualified.
4. For Large-Cap Value, to approve a new sub-advisory agreement between NAM and each sub-adviser below:
a. To approve a new sub-advisory agreement between NAM and HydePark Investment Strategies, LLC, a new sub-adviser; and

b. To approve a new sub-advisory agreement between NAM and Symphony Asset Management LLC, a new sub-adviser.
5. For Large-Cap Value, to approve a change in the Fund’s investment objective.
 
6.3. To ratifyapprove a change to the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the current fiscal year.
7. To transact such other business as may properly come before the Meeting.Fund’s diversification policy.
 
Shareholders of record at the close of business on August 1, 2007April 24, 2008 are entitled to notice of and to vote at the Meeting.
 
All shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.Internet:
• To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States.
• To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide.
• To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
 
Kevin J. McCarthy
Vice President and Secretary

 

 
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
Joint Proxy Statement
 
May   , 20072008
 
This Joint Proxy Statement is first being mailed to shareholders on or about AugustMay   , 2007.
Nuveen Multistate Trust I
  Nuveen Arizona Municipal Bond Fund
  Nuveen Colorado Municipal Bond Fund
  Nuveen Florida Preference Municipal Bond Fund
  Nuveen Maryland Municipal Bond Fund
  Nuveen New Mexico Municipal Bond Fund
  Nuveen Pennsylvania Municipal Bond Fund
  Nuveen Virginia Municipal Bond Fund
Nuveen Multistate Trust II
  Nuveen California Municipal Bond Fund
  Nuveen California High Yield Municipal Bond Fund
  Nuveen California Insured Municipal Bond Fund
  Nuveen Connecticut Municipal Bond Fund
  Nuveen Massachusetts Municipal Bond Fund
  Nuveen Massachusetts Insured Municipal Bond Fund
  Nuveen New Jersey Municipal Bond Fund
  Nuveen New York Municipal Bond Fund
  Nuveen New York Insured Municipal Bond Fund
Nuveen Multistate Trust III
  Nuveen Georgia Municipal Bond Fund
  Nuveen Louisiana Municipal Bond Fund
  Nuveen North Carolina Municipal Bond Fund
  Nuveen Tennessee Municipal Bond Fund
Nuveen Multistate Trust IV
  Nuveen Kansas Municipal Bond Fund
  Nuveen Kentucky Municipal Bond Fund
  Nuveen Michigan Municipal Bond Fund
  Nuveen Missouri Municipal Bond Fund
  Nuveen Ohio Municipal Bond Fund
  Nuveen Wisconsin Municipal Bond Fund


1

Nuveen Municipal Trust
  NuveenAll-American Municipal Bond Fund
  Nuveen High Yield Municipal Bond Fund
  Nuveen Insured Municipal Bond Fund
  Nuveen Intermediate Duration Municipal Bond Fund
  Nuveen Limited Term Municipal Bond Fund2008.
 
Nuveen Investment Trust
  Nuveen Balanced Municipal and Stock Fund

Nuveen Balanced Stock and Bond Fund
  Nuveen Large-Cap Value Fund
  Nuveen NWQ Global Value Fund
  Nuveen NWQ Large-Cap Value Fund
  Nuveen NWQ Multi-Cap Value Fund
  Nuveen NWQ Small-Cap Value Fund
  Nuveen NWQ Small/Mid-Cap Value Fund
  Nuveen Tradewinds Value Opportunities Fund
Nuveen Investment Trust II
  Nuveen Rittenhouse Growth Fund
  Nuveen Santa Barbara Dividend Growth Fund
  Nuveen Santa Barbara Growth Fund
  Nuveen Santa Barbara Growth Opportunities Fund
  Nuveen Tradewinds Global All-Cap Fund
  Nuveen Tradewinds International Value Fund
Nuveen Investment Trust III
Nuveen Multi-Strategy Income Fund (formerly known as
Nuveen Core Bond Fund)
  Nuveen High Yield Bond Fund
  Nuveen Short Duration Bond Fund
 
General Information
 
This Joint Proxy Statement is being furnished in connection with the solicitation by the Board of Trustees (each a “Board” and collectively, the “Boards,(the “Board,” and each Trustee a “Board Member” and collectively, the “Board Members”) of Nuveen Multistate Trust I (“Multistate Trust I”), on behalf of its series Nuveen Arizona Municipal Bond Fund (“Arizona Municipal”), Nuveen Colorado Municipal Bond Fund (“Colorado Municipal”), Nuveen Florida Preference Municipal Bond Fund (“Florida Municipal”), Nuveen Maryland Municipal Bond Fund (“Maryland Municipal”), Nuveen New Mexico Municipal Bond Fund (“New Mexico Municipal”), Nuveen Pennsylvania Municipal Bond Fund (“Pennsylvania Municipal”) and Nuveen Virginia Municipal Bond Fund (“Virginia Municipal”); Nuveen Multistate Trust II (“Multistate Trust II”), on behalf of its series Nuveen California Municipal Bond Fund (“California Municipal”), Nuveen California High Yield Municipal Bond Fund (“California High Yield”), Nuveen California Insured Municipal Bond Fund (“California Insured”), Nuveen Connecticut Municipal Bond Fund (“Connecticut Municipal”), Nuveen Massachusetts Municipal Bond Fund (“Massachusetts Municipal”), Nuveen


2

Massachusetts Insured Municipal Bond Fund (“Massachusetts Insured”), Nuveen New Jersey Municipal Bond Fund (“New Jersey Municipal”), Nuveen New York Municipal Bond Fund (“New York Municipal”) and Nuveen New York Insured Municipal Bond Fund (“New York Insured”); Nuveen Multistate Trust III (“Multistate Trust III”), on behalf of its series Nuveen Georgia Municipal Bond Fund (“Georgia Municipal”), Nuveen Louisiana Municipal Bond Fund (“Louisiana Municipal”); Nuveen North Carolina Municipal Bond Fund (“North Carolina Municipal”) and Nuveen Tennessee Municipal Bond Fund (“Tennessee Municipal”); Nuveen Multistate Trust IV (“Multistate Trust IV”), on behalf of its series Nuveen Kansas Municipal Bond Fund (“Kansas Municipal”), Nuveen Kentucky Municipal Bond Fund (“Kentucky Municipal”), Nuveen Michigan Municipal Bond Fund (“Michigan Municipal”), Nuveen Missouri Municipal Bond Fund (“Missouri Municipal”), Nuveen Ohio Municipal Bond Fund (“Ohio Municipal”) and Nuveen Wisconsin Municipal Bond Fund (“Wisconsin Municipal”); Nuveen Municipal Trust (“Municipal Trust”), on behalf of its series NuveenAll-American Municipal Bond Fund(“All-American”), Nuveen High Yield Municipal Bond Fund (“High Yield Municipal”), Nuveen Insured Municipal Bond Fund (“Insured Municipal”), Nuveen Intermediate Duration Municipal Bond Fund (“Intermediate Duration”) and Nuveen Limited Term Municipal Bond Fund (“Limited Term”); Nuveen Investment Trust, (“Investment Trust”a Massachusetts business trust (the “Trust”), on behalf of its series, Nuveen Balanced Municipal and Stock Fund (“Balanced Municipal and Stock”), Nuveen Balanced Stock and Bond Fund (“Balanced Stock and Bond”), Nuveen Large-Cap Value Fund (“Large-Cap Value”), Nuveen NWQ Global Value Fund (“Global Value”), Nuveen NWQ Large-Cap Value Fund (“NWQ Large-Cap Value”), Nuveen NWQ Multi-Cap Value Fund (“NWQ Multi-Cap Value”), Nuveen NWQ Small-Cap Value Fund (“NWQ Small-Cap Value”), Nuveen NWQ Small/Mid-Cap Value Fund (“NWQ Small/Mid-Cap Value”) and Nuveen Tradewinds Value Opportunities Fund (“Tradewinds Value Opportunities”); Nuveen Investment Trust II (“Investment Trust II”), on behalf of its series Nuveen Rittenhouse Growth Fund (“Rittenhouse Growth”), Nuveen Santa Barbara Dividend Growth Fund (“Santa Barbara Dividend Growth”), Nuveen Santa Barbara Growth Fund (“Santa Barbara Growth”), Nuveen Santa Barbara Growth Opportunities Fund (“Santa Barbara Growth Opportunities”), Nuveen Tradewinds Global All-Cap Fund (“Tradewinds Global All-Cap”), Nuveen Tradewinds International Value Fund (“Tradewinds International Value”); and Nuveen Investment Trust III (“Investment Trust III”), on behalf of its series Nuveen Multi-Strategy Income Fund (“Multi-Strategy Income”), Nuveen High Yield Bond Fund (“High Yield”) and Nuveen Short Duration Bond Fund (“Short Duration”), each a Massachusetts business trust (each trust individually, a “Trust” and collectively, the “Trusts” and each series individually, a(the “Fund” and collectively, the “Funds”), of proxies to be voted at the Special Meeting of Shareholders to be held (along with the meeting of shareholders of several other Nuveen funds) in the 31st floor conference room of Nuveen Investments, Inc. (“Nuveen”), 333 West Wacker Drive, Chicago, Illinois 60606, on Friday, October 12, 2007,Monday, June 23, 2008, at 10:00 a.m.2:30 p.m., Central time (for each Fund, a(the “Meeting” and collectively, the “Meetings”), and at any and all adjournments thereof.
 
On the matters coming before eachthe Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a proxy is returned and no choice is specified, the shares will be votedFOR approval of the new investment management agreement,FORapproval of the new sub-advisory agreement, if any, for such Fund, to succeed the current sub-advisory agreement with that sub-adviser,FORthe election of the nominees as listed in this Joint Proxy Statement,FORthe approval of Large-Cap Value’s new sub-advisory agreements, with new sub-advisers,FORthe change in Large-Cap Value’sto the investment objective andFOR the ratification ofchange to the selection of the independent registered public accounting firm.Fund’s diversification policy. Shareholders who execute proxies may revoke them at any time before they are voted by filing with thatthe Trust a written notice of revocation, by delivering a duly executed proxy bearing


3

a later date or by attending the Meeting and voting in person. Merely attending the Meeting, however, will not revoke any previously submitted proxy.
The Board of each Trust has determined that the use of this Joint Proxy Statement for each Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
The following table indicates which shareholders are solicited with respect to each matter:
Proposals(1)
Ratify
Selection of
Approve
Independent
New
Approve
Elect
Approve
Approve
Registered
Investment
New
Eight (8)
Additional
Change in
Public
Management
Sub-Advisory
Board
Sub-Advisory
Investment
Accounting
FundAgreementAgreementMembersAgreementsObjectiveFirm
Multistate Trust IX
  Arizona MunicipalXX
  Colorado MunicipalXX
  Florida MunicipalXX
  Maryland MunicipalXX
  New Mexico MunicipalXX
  Pennsylvania MunicipalXX
  Virginia MunicipalXX
Multistate Trust IIX
  California MunicipalXX
  California High YieldXX
  California InsuredXX
  Connecticut MunicipalXX
  Massachusetts MunicipalXX
  Massachusetts InsuredXX
  New Jersey MunicipalXX
  New York MunicipalXX
  New York InsuredXX
Multistate Trust IIIX
  Georgia MunicipalXX
  Louisiana MunicipalXX
  North Carolina MunicipalXX
  Tennessee MunicipalXX
Multistate Trust IVX
  Kansas MunicipalXX
  Kentucky MunicipalXX
  Michigan MunicipalXX
  Missouri MunicipalXX
  Ohio MunicipalXX
  Wisconsin MunicipalXX
Municipal TrustX
  All-AmericanXX
  High Yield MunicipalXX
  Insured MunicipalXX
  Intermediate DurationXX
  Limited TermXX


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Proposals(1)
Ratify
Selection of
Approve
Independent
New
Approve
Elect
Approve
Approve
Registered
Investment
New
Eight (8)
Additional
Change in
Public
Management
Sub-Advisory
Board
Sub-Advisory
Investment
Accounting
FundAgreementAgreementMembersAgreementsObjectiveFirm
Investment TrustX
  Balanced Municipal and
Stock
XXX
  Balanced Stock and BondXXX
  Large-Cap ValueXXXXX
  Global ValueXXX
  NWQ Large-Cap ValueXXX
  NWQ Multi-Cap ValueXXX
  NWQ Small-Cap ValueXXX
  NWQ Small/Mid-Cap ValueXXX
  Tradewinds Value
Opportunities
XXX
Investment Trust IIX
  Rittenhouse GrowthXXX
  Santa Barbara Dividend
Growth
XXX
  Santa Barbara GrowthXXX
  Santa Barbara Growth
Opportunities
XXX
  Tradewinds Global All-CapXXX
  Tradewinds International
Value
XXX
Investment Trust IIIX
  Multi-Strategy IncomeXX
  High YieldXX
  Short DurationXX
(1) Shareholders of all classes of each Fund or, in the case of the election of Board Members, of each Trust vote together on each proposal.
 
A quorum of shareholders is required to take action at eachthe Meeting. A majority of the shares entitled to vote at eachthe Meeting, represented in person or by proxy, will constitute a quorum of shareholders at thatthe Meeting. Votes cast by proxy or in person at eachthe Meeting will be tabulated by the inspectors of election appointed for thatthe Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.
 
For purposes of determining the approval of the new investment management agreement, sub-advisory agreement (for both the Transaction, as defined below, and the investment-related proposals), change in investment objective and ratification of the selection of independent registered public accounting firm, abstentions and broker non-votes will be treated as shares voted against the proposal. For purposes of determining the approval of the proposal to elect nominees, abstentions and broker non-votes will have no effect on the election of Board Members. The details of the proposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposals are set forth under the description of the proposals below.

5

Those persons who were shareholders of record at the close of business on August 1, 2007 (the “Record Date”), will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of the Record Date for each Fund, the shares of the Funds were issued and outstanding as follows:
                     
 
    Class of Shares   
  Fund Class A  Class B  Class C  Class R   
 
 
  Multistate Trust I                  
  Arizona Municipal  5,422,258   291,925   849,823   1,383,489   
  Colorado Municipal  3,021,531   245,065   798,170   181,468   
  Florida Municipal  15,914,687   1,332,000   2,212,021   8,231,443   
  Maryland Municipal  6,620,727   996,322   1,985,079   4,432,907   
  New Mexico Municipal  4,623,184   310,278   755,758   126,668   
  Pennsylvania Municipal  7,713,212   715,526   3,004,997   9,661,338   
  Virginia Municipal  18,418,434   1,267,619   3,316,464   7,954,382   
 
 
  Multistate Trust II                  
  California Municipal  10,755,814   849,631   2,208,708   16,936,826   
  California High Yield  3,312,785   17,117   606,787   86,432   
  California Insured  8,486,565   981,075   1,278,186   11,580,342   
  Connecticut Municipal  22,616,546   1,600,431   3,978,885   1,374,136   
  Massachusetts Municipal  9,906,754   424,460   1,105,174   5,772,410   
  Massachusetts Insured  1,999,070   526,577   905,469   4,220,504   
  New Jersey Municipal  8,083,331   1,551,302   2,671,267   6,120,245   
  New York Municipal  17,538,928   2,258,120   4,519,462   13,283,080   
  New York Insured  8,593,087   1,118,791   1,324,373   19,523,236   
 
 
  Multistate Trust III                  
  Georgia Municipal  11,087,247   829,340   2,628,486   5,663,654   
  Louisiana Municipal  6,379,880   613,104   1,174,237   4,450   
  North Carolina Municipal  17,971,289   1,282,467   2,972,489   11,007,786   
  Tennessee Municipal  23,546,010   1,141,812   4,380,171   276,459   
 
 
  Multistate Trust IV                  
  Kansas Municipal  9,223,498   536,777   2,017,509   352,256   
  Kentucky Municipal  35,598,779   1,098,139   4,258,733   291,623   
  Michigan Municipal  14,845,390   404,603   3,302,519   1,798,122   
  Missouri Municipal  20,616,982   650,169   1,916,226   211,023   
  Ohio Municipal  30,854,414   1,344,286   4,346,659   11,032,509   
  Wisconsin Municipal  4,185,732   239,609   592,196   143,793   
 
 
  Municipal Trust                  
  All-American  26,066,309   1,903,272   7,069,532   954,855   
  High Yield Municipal  121,608,269   8,056,033   63,449,281   48,970,993   
  Insured Municipal  21,418,695   2,332,864   3,189,506   49,456,762   
  Intermediate Duration  31,693,326   2,096,917   5,994,075   240,523,505   
  Limited Term  40,477,357   N/A   19,508,745   5,480,334   
 
 


6

                     
 
    Class of Shares   
  Fund Class A  Class B  Class C  Class R   
 
 
  Investment Trust                  
  Balanced Municipal and Stock  2,371,602   212,575   342,587   59,735   
  Balanced Stock and Bond  1,250,714   236,845   285,975   403,699   
  Large-Cap Value  16,289,539   580,623   1,053,411   1,059,944   
  Global Value  228,370   27,914   315,990   177,482   
  NWQ Large-Cap Value  223,677   13,200   67,965   423,301   
  NWQ Multi-Cap Value  23,681,976   2,908,892   17,047,369   13,713,068   
  NWQ Small-Cap Value  2,537,906   27,393   562,445   4,470,623   
  NWQ Small/Mid-Cap Value  124,507   13,078   55,422   9,775,152   
  Tradewinds Value Opportunities  7,920,088   174,010   3,132,414   5,052,808   
 
 
  Investment Trust II                  
  Rittenhouse Growth  1,856,574   945,384   1,567,391   608,099   
  Santa Barbara Dividend Growth  32,635   15,412   33,937   48,886   
  Santa Barbara Growth  94,563   15,274   104,561   105,334   
  Santa Barbara Growth  12,500   12,500   12,500   12,500   
  
Opportunities
                  
  Tradewinds Global All-Cap  8,299,278   30,173   1,090,722   242,771   
  Tradewinds International Value  10,740,017   498,934   4,568,205   12,645,210   
 
 
  Investment Trust III                  
  Multi-Strategy Income  118,880   15,954   78,102   502,581   
  High Yield  403,415   103,543   408,752   533,677   
  Short Duration  89,313   N/A   90,911   501,299   
 
 
1. Approval of the New Investment Management Agreements
Background
Under an investment management agreement between Nuveen Asset Management (“NAM” or the “Adviser”) and each Trust (each, an “Original Investment Management Agreement” and collectively, the “Original Investment Management Agreements”), NAM has served as each Fund’s investment adviser and has been responsible for each Fund’s overall investment strategy and its implementation. The date of each Trust’s Original Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix B.
NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). Nuveen is currently a publicly traded company.
On June 19, 2007, Nuveen entered into a merger agreement (the “Transaction Agreement”) providing for the acquisition of Nuveen by Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois (the “Transaction”). Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank. If the Transaction is completed, Nuveen will become a wholly-owned subsidiary of Windy City and Nuveen will become a privately-held company. Completion of the Transaction is subject to a number of conditions, including

7

obtaining the approval of Nuveen’s stockholders and obtaining consent to the Transaction by a certain percentage of NAM’s clients representing at least 80% of annualized revenue (which includes fund shareholder approval of new investment management agreements with NAM). Nuveen and Windy City currently expect to complete the Transaction in the fourth quarter of 2007.
Upon completion of the Transaction, it is anticipated that Merrill Lynch will be an indirect “affiliated person” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of each Fund. As a result, each Fund would then generally be prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates. NAM does not believe that any such prohibition or limitation would have a materially adverse effect on the Fund’s ability to pursue its investment objective and policies.
Nuveen is relying on Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each of the Funds currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission (the “SEC”)) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Transaction Agreement, Windy City acknowledges Nuveen’s reliance on Section 15(f) of the 1940 Act and has agreed that it and its affiliates (as defined in the Transaction Agreement) shall conduct its business and use commercially reasonable efforts to enable the provisions of Section 15(f) to be true in relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period (such commitment however, may exclude or be adjusted for the impact of future class specific expense allocation protocol changes for a particular mutual fund); (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that each advisor/portfolio team affiliated with NAM shall not cause the Funds (or sleeves thereof) or other Nuveen funds that such team manages, as a whole, to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal


8

course of business, and what the team has historically done without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).
Each Original Investment Management Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. The consummation of the Transaction will result in a change in control of the Adviser and therefore cause the automatic termination of each Original Investment Management Agreement, as required by the 1940 Act.
In anticipation of the Transaction, each Fund’s Board met in person at a joint meeting on July 31, 2007 for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a new investment management agreement between the Trust and NAM in substantially the same form as the Original Investment Management Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each a “New Investment Management Agreement” and collectively, the “New Investment Management Agreements”). The form of the New Investment Management Agreement for Funds in Multistate Trust I, Multistate Trust II, Multistate Trust III, Multistate Trust IV and Municipal Trust is attached hereto as Appendix C. The form of the New Investment Management Agreement for Funds in Investment Trust, Investment Trust II and Investment Trust III is attached hereto as Appendix D.
The 1940 Act requires that each New Investment Management Agreement be approved by the Fund’s shareholders in order for it to become effective. At the July 31, 2007 Board meeting, and for the reasons discussed below (see “Board Considerations” after proposal 2), each Board, including the Board Members who are not parties to the Original Investment Management Agreements, New Investment Management Agreements or any sub-advisory agreement entered into by the Adviser with respect to any Fund or who are not “interested persons” of the Trusts or the Adviser as defined in the 1940 Act (the “Independent Board Members”), unanimously approved the New Investment Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the Fund after the Transaction. In the event shareholders of a Fund do not approve the New Investment Management Agreement at the Meeting or any adjournment thereof prior to the closing of the Transaction, an interim investment management agreement between the Adviser and each such Fund (each, an “Interim Investment Management Agreement” and collectively, the “Interim Investment Management Agreements”) will take effect upon the closing of the Transaction.
At the July 31, 2007 meeting, each Board, including the Independent Board Members, also unanimously approved the Interim Investment Management Agreements in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Investment Management Agreement are substantially identical to those of the Original Investment Management Agreements and New Investment Management Agreements, except for the term and escrow provisions described below. If a Fund’s shareholders have not approved a New Investment Management Agreement prior to the Transaction, an Interim Investment Management Agreement will take effect upon the closing of the Transaction and will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement. Pursuant toRule 15a-4 under the 1940 Act, compensation earned by the Adviser


9

under an Interim Investment Management Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Investment Management Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Management Agreement or the total amount in the escrow account, plus interest earned.
Comparison of Original Investment Management Agreement and New Investment Management Agreement
The terms of each New Investment Management Agreement, including fees payable to the Adviser by the Fund thereunder, are substantially identical to those of the Original Investment Management Agreement, except for the date of effectiveness. There is no change in the fee rate payable by each Fund to the Adviser, except for the Large-Cap Value Fund, which may have a decrease in the fee rate payable by the Fund to NAM. If approved by shareholders of a Fund, the New Investment Management Agreement for each Trust will expire on August 1, 2008, unless continued. Each New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement.
Investment Management Services. The investment management services to be provided by the Adviser to each Fund under the New Investment Management Agreements will be identical to those services currently provided by the Adviser to each Fund under the Original Investment Management Agreements. Both the Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective and policies and limitations and administer the Fund’s affairs to the extent requested by and subject to the oversight of the Trust’s Board. In addition, the investment management services will be provided by the same Adviser personnel under the New Investment Management Agreements as under the Original Investment Management Agreements. The Adviser does not anticipate that the Transaction will have any adverse effect on the performance of its obligations under the New Investment Management Agreements.
Fees. Under each Original Investment Management Agreement and New Investment Management Agreement, the Fund pays to the Adviser an investment management fee that consists of two components — a fund-level fee, calculated by applying a Fund-specific breakpoint fee schedule that pays progressively reduced fee rates at increased Fund-specific asset levels to the average daily managed assets (which includes assets attributable to all types of leverage used in leveraged funds) of that individual Fund, and a complex-level fee, calculated by applying a fee rate determined based on the aggregate managed assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States, applied to a complex-wide fee schedule that would pay ever-reducing effective fee rates at increasing complex-wide assets, multiplied by that Fund’s average daily managed assets. The investment


10

management fee paid by each Fund equals the sum of the fund-level fee and complex-level fee calculated for that Fund.
The fee schedules for the fund-level fee and complex-level fee breakpoint schedules under the New Investment Management Agreements for each Fund are identical to the fund-level fee and complex-level fee breakpoint schedules under the Original Investment Management Agreements. The annual fund-level fee schedule for each Fund under the Original Investment Management Agreements and the New Investment Management Agreements, the fees paid by each Fund to the Adviser during each Fund’s last fiscal year and the Fund’s net assets as of June 30, 2007 are set forth in Appendix E to this Proxy Statement. The fee schedule for the complex-level component is the same for each Fund under both the Original Investment Management Agreements and New Investment Management Agreements and is also set forth in Appendix E. That complex-wide fee schedule was recently reduced with an effective date of August 20, 2007, as reflected in Appendix E.
Payment of Expenses. Under each Original Investment Management Agreement and each New Investment Management Agreement, the Adviser shall furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund.
Limitation on Liability. The Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser will not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the Agreement.
Continuance. The Original Investment Management Agreement of each Trust originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement will expire on August 1, 2008, unless continued. The New Investment Management Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.
Termination. The Original Investment Management Agreement and New Investment Management Agreement for each Trust provide that the Agreement may be terminated at any time without the payment of any penalty by the Fund or Adviser on sixty (60) days’ written notice to the other party. A Trust may effect termination by action of the Board or by vote“vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.
Information about the Adviser
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $172 billion in assets under management as of June 30, 2007. Nuveen is currently a publicly traded company. Nuveen is currently listed on the New York Stock Exchange and trades under the symbol “JNC.”


11

The principal occupation of the officers and directors of NAM is shown in Appendix F. The business address of NAM, Nuveen and each principal executive officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.
Tim Schwertfeger, Chairman of the Board, sold           shares of Class           stock of Nuveen and purchased           shares of Class           stock of Nuveen on the          Exchange since October 1, 2005. Mr.           received $      in exchange for his shares of Nuveen sold.
Mr. Schwertfeger is currently a Director and Non-Executive Chairman of Nuveen. Prior to July 1, 2007, he was Chairman and CEO of Nuveen. In addition to his interests as a stockholder of Nuveen, Mr. Schwertfeger has interests in the Transaction. As a result of the Transaction, Mr. Schwertfeger’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans will be cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans will become fully vested and will be converted into the right to receive a cash payment. Based on the number of options and shares of restricted stock held by Mr. Schwertfeger as of July 19, 2007, without regard to any deductions for withholding taxes, his options and restricted stock are valued at $118,621,561.61 and $29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen which provides for certain payments to Mr. Schwertfeger if his employment is terminated under the circumstances described in such agreement. The appointment of another individual to serve as Chief Executive Officer of Nuveen effective July 1, 2007 gives Mr. Schwertfeger a basis to terminate his employment agreement and the right to receive the payments described therein. Windy City and Mr. Schwertfeger have informed Nuveen that they have reached an agreement in principle under which Mr. Schwertfeger would waive his rights to terminate his employment agreement and Windy City would permit Mr. Schwertfeger to purchase equity of Windy City after the Transaction.
If Mr. Schwertfeger’s employment were to be terminated immediately following the completion of the Transaction and assuming that the Transaction were to be completed on October 1, 2007, he would be entitled to severance payments totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007, under Nuveen’s Retirement Plan and Excess Benefit Retirement Plan, the present value of his early retirement benefits would be $4,691,653.
Shareholder Approval
To become effective with respect to a particular Fund, the New Investment Management Agreement must be approved by a vote of a majority of the outstanding voting securitiessecurities” of the Fund, with all classes voting together as a single class.class, will be required for the approval of each proposal. The “vote of a majority of the outstanding voting securities” is defined in the Investment Company Act of 1940 Act(the “1940 Act”) as the lesser of the vote of (i) 67% or more of the shares of the Funda fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Funda fund entitled to vote thereon. Each New Investment Management Agreement was approved byFor purposes of determining the Board of the respective Trust after consideration of all factors which it determined to be relevant to its deliberations, including those discussed below. The Boardapproval of each Trust also determined to submitproposal, abstentions and broker non-votes will be treated as shares voted against the Trust’s New Investment Management Agreement for consideration by the shareholders of the Fund.proposal.


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The BoardThose persons who were shareholders of record at the close of business on April 24, 2008, will be entitled to one vote for each Trust unanimously recommends that shareholdersshare held and a proportionate fractional vote for each fractional share held (the “Record Date”). As of the Record Date, the shares of the Fund vote FOR approval of the New Investment Management Agreement.
2.  Approval of New Sub-Advisory Agreements
Background
NAM entered into investment sub-advisory agreements (each, an “Original Sub-Advisory Agreement”were issued and collectively, the “Original Sub-Advisory Agreements”) with respect to certain Funds (each a “Sub-Advised Fund” and collectively, the “Sub-Advised Funds”) with various sub-advisers (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”)outstanding as set forth below:follows:
 
   
Sub-Advised FundClass Sub-AdviserShares Outstanding
Class A
Class B
Class C
Class R
I.  INTRODUCTION
In February 2008, NAM proposed to the Board that the Fund adopt a multi-asset class/multi-manager strategy more consistent with the current marketplace. To achieve this enhanced asset class and manager diversification, NAM proposed that the Fund be converted into a “fund-of-funds” investing substantially all of its assets in other Nuveen mutual funds and unaffiliated exchange-traded funds. As a fund-of-funds, the Fund would have the capability to invest in multiple underlying funds to broaden the asset classes available to the Fund, select managers who are experts in managing each asset class, and reduce the style risk that can come from investing with a single manager. On April 23, 2008, the Board approved NAM’s proposal to adopt a multi-asset class/multi-manager strategy for the Fund and authorized changes to the Fund’s investment policies to allow the Fund to operate as a fund-of-funds. [(See “Board Considerations          ” for a discussion of the Board’s approval of NAM’s proposal.)] The changes to the Fund’s investment strategy are contingent upon shareholder approval of each proposal being considered at the Meeting. In determining how to vote on the proposals, shareholders should consider the changes to the Fund’s investment strategy that have been approved by the Board as described below.
Information Regarding the Changes to the Fund’s Investment Strategy
Current Investment Strategy. The Fund currently pursues its investment objective by investing in a diversified portfolio of equity securities of established, well-known domestic companies. The Fund seeks to reduce risk, preserve capital and generate current income by balancing its equity investments with investments in domestic fixed-income securities.
As of March 31, 2008, the Fund allocated its investments as follows:
Asset Class% of Fund Assets
Domestic Equity[50]%
Domestic Fixed Income[50]%
Cash[  ]
 
 
   
Investment Trust
100
Balanced Municipal and StockICAP(1)(2)
Balanced Stock and BondICAP
Large-Cap ValueICAP
Global ValueNWQ(3)(4)
Tradewinds(5)(4)
NWQ Large-Cap ValueNWQ
NWQ Multi-Cap ValueNWQ
NWQ Small-Cap ValueNWQ
NWQ Small/Mid-Cap ValueNWQ
Tradewinds Value OpportunitiesTradewinds
Investment Trust II
Rittenhouse GrowthRittenhouse(6)
Santa Barbara Dividend GrowthSBAM(7)
Santa Barbara GrowthSBAM
Santa Barbara Growth OpportunitiesSBAM
Tradewinds Global All-CapTradewinds
Tradewinds International ValueTradewinds
%
 
(1) “ICAP” is Institutional Capital LLC.
(2) ICAP is the sub-adviser only with respect
New Investment Strategy. Pursuant to the Fund’s equity investments.
(3) “NWQ” is NWQ Investment Management Company, LLC.
(4) NWQ is the sub-adviser only with respect to the Fund’s domestic investments. Tradewinds is the sub-adviser only with respect to the Fund’s international securities.
(5) “Tradewinds” is Tradewinds Global Investors, LLC.
(6) “Rittenhouse” is Rittenhouse Asset Management, Inc.
(7) “SBAM” is Santa Barbara Asset Management, LLC.
The date of each Original Sub-Advisory Agreement and the date it was lastchanges approved by shareholders and approved for continuance by the Board, is providedthe Fund would become a “fund-of-funds” that pursues its investment objective by investing in Appendix G.shares of other registered investment companies, including open-end mutual funds and exchange-traded funds (the “Underlying Funds”). The Underlying Funds, in turn, invest in a variety of U.S. andnon-U.S. equity and fixed income securities.


132

 

The Fund’s investment performance would be directly related to the performance of the Underlying Funds. The Fund would have a strategic allocation between equity and fixed income investments that indicates the Fund’s targeted level of investment risk.
Under the new investment strategy, the Fund is expected to allocate its investments approximately as follows:
Asset Class% of Fund Assets
Domestic Equity25%
International Equity25%
Global Resources5%
U.S. Public Real Estate5%
Domestic Fixed Income16%
Domestic High Yield7%
U.S. Treasury Inflation-Protected Securities (“TIPS”)14%
Short Duration & Cash3%
100%
As noted above, the Fund would pursue its new investment strategy by investing substantially all of its assets in other Nuveen mutual funds and unaffiliated exchange-traded funds. The Fund may invest in the following Underlying Funds to gain exposure to each asset class:
Asset ClassUnderlying Fund
Domestic EquityNuveen NWQ Large-Cap Value Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen Santa Barbara Growth Fund
Nuveen Rittenhouse Growth Fund
Nuveen U.S. Equity Risk Control Fund
International EquityNuveen Tradewinds International Value Fund
iShares MSCI EAFE Growth Index Fund
iShares MSCI Emerging Markets Index Fund
Global ResourcesNuveen Tradewinds Global Resources Fund
U.S. Public Real EstateiShares Dow Jones U.S. Real Estate Index Fund
Domestic Fixed IncomeNuveen Multi-Strategy Income Fund
Domestic High YieldNuveen High Yield Bond Fund
U.S. TIPSiShares Lehman TIPS Bond Fund
Short Duration & CashNuveen Short Duration Bond Fund
Appendix A lists the Underlying Funds that will initially be available for investment by the Fund and describes each Underlying Fund’s investment objectives and policies. The Fund may invest in other Underlying Funds without prior approval of or prior notice to shareholders.
Additional Risk Factors Associated with the OriginalNew Investment Management Agreements, each Original Sub-Advisory Agreement, as required by Section 15Strategy
Because the Fund’s assets under the new investment strategy would be invested primarily in shares of the 1940 Act, provides for its automatic terminationUnderlying Funds, the Fund’s investment performance and risks would be directly related to the investment performance and risks of the Underlying Funds. An investment in the eventUnderlying Funds involves risk, and the Fund could lose money on its investment in the Underlying Funds. There can be no assurance that the Underlying Funds will achieve their investment objectives. The Fund and the Underlying Funds have operating expenses, and you would bear not only your share of the Fund’s expenses, but also the Fund’s proportional share of


3

the expenses of the Underlying Funds. In selecting among the Underlying Funds, R&T would be subject to potential conflicts of interest when allocating (i) between Nuveen Underlying Funds, which pay management fees to affiliates of R&T, and non-Nuveen Underlying Funds, which do not, and (ii) among Nuveen Underlying Funds, as management fees are higher for some Nuveen Underlying Funds than others; however, R&T would seek to allocate among those Nuveen Underlying Funds (when available) that best satisfy the Fund’s strategic allocation among asset classes consistent with its investment risk target.
The summary of the risks of the Underlying Funds below has been organized into those risks typically associated with Underlying Funds that invest in equity securities (“Equity Funds”), those risks typically associated with Underlying Funds that invest in fixed income securities (“Fixed Income Funds”) and those risks generally associated with both types of Underlying Funds. The risks associated with either Equity Funds or Fixed Income Funds would have a greater or lesser impact on the risk associated with investment in the Fund depending on the extent to which the Fund invests in the asset class represented by such Underlying Funds. To the extent that the risks of certain Underlying Funds are uncorrelated, the risks assumed when investing in such Underlying Funds may be offsetting. R&T’s asset allocation strategy seeks to take advantage of this dynamic to maximize the return of the Fund relative to the overall level of risk assumed.
Equity Funds
Equity Market Risk — Equity market risk is the risk that market values of equity securities owned by the Underlying Funds will fall in value. The value of equity securities will rise and fall in response to the activities of the companies that issued them, general market conditionsand/or economic conditions. These risks are greater for small and medium market capitalization companies because they tend to have younger and more limited product lines, markets and financial resources and may be more dependent on a smaller management group than larger, more established companies. These companies are also typically less liquid than larger capitalization companies. As a result, certain equity securities may be difficult or impossible to sell at the time or price that an Underlying Fund would like.
Style-Specific Risk — Different types of equity securities tend to shift in and out of favor depending on market and economic conditions. Underlying Funds that emphasize a growth style of investing often seek companies experiencing high rates of current growth; such companies may be more volatile than other types of investments. Underlying Funds that emphasize a value style of investing often seek undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve.
Sector Risk — Most of the Underlying Funds do not concentrate their investments in specific industry sectors of the market, although some may from time to time emphasize certain sectors over others. Certain other Underlying Funds do concentrate their investments in specific sectors of the market. To the extent an Underlying Fund invests a significant portion of its assignment. A changeassets in controlequity securities of companies in the same sector of the investment adviser or sub-advisermarket, such Underlying Fund is deemedmore susceptible to be an assignment. The completioneconomic, political, regulatory and other occurrences influencing those sectors.
Although the Fund itself does not intend to concentrate, the aggregation of holdings of the Transaction willUnderlying Funds may result in the Fund indirectly investing more than 25% of its assets in a changeparticular industry. The Fund does not control the investments of the Underlying Funds, and any


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indirect concentration will occur only as a result of the Fund following its investment strategy by investing in controlthe Underlying Funds.
Fixed Income Funds
Fixed Income Risk — Certain of NAMthe Underlying Funds are exposed to the risks associated with fixed income securities. Those risks include interest rate risk and thereforecredit risk.
Interest Rate Risk — Interest rate risk is the risk that interest rates will rise, causing bond prices and an Underlying Fund’s value to fall.
Credit Risk — Credit risk is the risk that a bond issuer will default or be unable to pay principal and interest when due; lower rated bonds generally carry greater credit risk.
Equity and Fixed Income Funds
Non-U.S. Risk — Certain of the Underlying Funds are exposed to the risks associated with securities ofnon-U.S. companies.Non-U.S. risk is the risk thatnon-U.S. securities will be deemedmore volatile than U.S. securities due to such factors as adverse economic, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations on the use or transfer of assets, the lack of liquidity or regulatory controls or differing legaland/or accounting standards. Emerging markets are generally more volatile than countries with more mature economies.
Currency Risk — The Underlying Funds that invest innon-U.S. securities are exposed to currency risk, which is the risk that the value of an assignmentUnderlying Fund’s portfolio will be more volatile due to the impact that changes innon-U.S. currency exchange rates will have on an Underlying Fund’s investments innon-U.S. securities.
Derivatives Risk — Certain of each Original Sub-Advisory Agreement resultingthe Underlying Funds are exposed to the risks associated with using derivative instruments. In general terms, a derivative instrument’s value depends on (or is derived from) the value of an underlying asset, interest rate or index. Derivative instruments involve risks different from direct investments in its automatic termination, as requiredunderlying securities. These risks include imperfect correlation between the value of the instruments and the underlying assets; risks of default by the 1940 Act. In addition, for NWQ, SBAM and Tradewinds, which are wholly-owned by Nuveen,other party to certain transactions; risks that the completion of the Transaction willtransactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid.
Non-Diversification Risk — Certain Underlying Funds are classified as non-diversified funds, which means that they may invest a changegreater portion of their assets in controla more limited number of NWQ, SBAM and Tradewinds and therefore willissuers than diversified funds. As a result, such Underlying Funds may be deemed an assignment of each Original Sub-Advisory Agreement resulting in its automatic termination, as required bysubject to greater risk than diversified funds.
How the 1940 Act.Fund Will Manage Risk
 
In anticipationdeveloping the Fund’s asset allocations, R&T will evaluate the historical risk and return characteristics of the Transaction,asset classes available for investment as well as the Boardhistorical correlations between these asset classes. Through various procedures, R&T will develop a forward looking estimate of how each asset class will perform and how asset classes will perform together. Based on this analysis, R&T will develop an asset allocation it believes will maximize the return of the Fund metat a targeted level of investment risk.


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The sub-advisors for the Underlying Funds conduct independent research and do not share a common research platform. Nuveen believes that this independent research allows the sub-advisors to develop independent insights into the market, resulting in person on July 31, 2007 for purposeslower correlation between their investment styles, and reduces the likelihood that the Fund will be adversely impacted by shared biases among the Underlying Funds.
For the domestic equity asset class, R&T will allocate the Fund’s assets across multiple Underlying Funds in order to diversify style risk and to benefit from low correlation between the active risk taken by the different managers. As part of considering whether it would bethis strategy, the Fund will invest in the best interests of each Sub-AdvisedNuveen U.S. Equity Risk Control Fund (the “Risk Control Fund”), a specialized fund developed and managed by Nuveen HydePark Group, LLC (“Nuveen HydePark”) exclusively for the Fund and other Nuveen Asset Allocation Funds. Nuveen HydePark manages the Risk Control Fund’s portfolio with the objective of reducing unwanted investment style risk within the U.S. equity portion of the Fund’s portfolio. The Risk Control Fund seeks to enable the Fund to (1) provide more consistent performance relative to the Fund’s domestic equity target and (2) add value through Nuveen HydePark’s active management process. The investment process used in the Risk Control Fund is not expected to impact the contribution of active management from the other Underlying Funds.
Fees and Expenses
In connection with the change in investment strategy, NAM intends to reduce the investment management fee it receives from the Fund as reflected in the tables below. NAM has represented that the reduced fee is consistent with management fees charged by similar funds-of-funds.
As a fund-of-funds, the Fund will bear its proportionate share of the fees and expenses incurred by the Underlying Funds in which it invests. As reflected in the table below, based on the proposed Underlying Fund allocations, it is expected that the expense ratio of the Fund will [increase] under the new investment strategy. In order to limit the expenses paid by shareholders as a result of the change in investment strategy, NAM has agreed to waive fees and reimburse expenses through October 31, 2011 such that the Fund’s total annual net operating expenses (excluding12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, extraordinary expenses and fees and expenses of the Underlying Funds) do not exceed 0.34% of the average daily net assets of any class of the Fund’s shares. Although this is intended to approximate the current expense cap on your Fund, as the Fund reallocates its investments among the Underlying Funds, the weighted average operating expenses of the Underlying Funds borne by the Fund may increase or decrease, which could cause the Fund’s total annual net operating expenses (including fees and expenses of Underlying Funds) to be above or below your Fund’s current cap.
The tables below show the current fees paid by the Fund and the estimated fees for the Fund assuming implementation of the new investment strategy. Shareholder transaction expenses, which are paid directly from a shareholder’s investment, would not change as a result of the change to the Fund’s investment strategy.


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Annual Fund Operating Expenses (paid from Fund assets)
Current Expenses
Share ClassABCI
Management Fees%%%%
12b-1 Distribution and Service Fees%%%%
Other Expenses%%%%
Total Annual Fund Operating Expenses — Gross%%%%
Custodian Fee Credits%%%%
Total Annual Fund Operating Expenses — Net%%%%
[Insert Any Necessary Footnotes]
Pro Forma Expenses
Share ClassABCI
Management Fee%%%%
Distribution and Service (12b-1) Fee%%%%
Other Expenses%%%%
Underlying Fund Fees and Expenses%%%%
Total Annual Fund Operating Expenses
%%%%
Less: Fee Waiver and Expense Limitation%%%%
Net Expenses
%%%%
[Insert Any Necessary Footnotes]
INSERT EXPENSE EXAMPLES
Other Information
If shareholders approve each proposal, the new investment strategy will be implemented and the Fund’s name will be changed to Nuveen Moderate Allocation Fund on or about August 1, 2008.
II.  PROPOSALS
1.  The approval of a sub-advisory agreement between NAM and R&T.
Currently, the Fund’s portfolio is managed by a sub-adviser, Institutional Capital, LLC (“ICAP” and with R&T, each a “Sub-Adviser”).
NAM has entered into a sub-advisory agreement (the “Current Sub-Advisory Agreement”) with ICAP. The Current Sub-Advisory Agreement dated [November 1, 2007] was last approved by shareholders at a meeting held on [October 12, 2007] relating to a change of control of NAM. For the reasons described above, shareholders are being asked to approve a new sub-advisory agreement between NAM and the respective Sub-Adviser (each a “NewR&T (the “R&T Sub-Advisory Agreement” and collectively,). If shareholders approve the “NewR&T Sub-Advisory Agreements”). AtAgreement, R&T will replace ICAP with respect to the July 31, 2007 Board meeting, andday-to-day management of the Fund’s portfolio.


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The 1940 Act requires that the R&T Sub-Advisory Agreement be approved by shareholders of the Fund for it to become effective. For the reasons discussed below (see “Board Considerations”Considerations for R&T Sub-Advisory Agreement”), the Board, of each Sub-Advised Fund, including a majority of the Independent Board Members unanimously determined thatwho are not parties to the Sub-Advised Fund’s NewR&T Sub-Advisory Agreement wasand who are not “interested persons” (as defined in the best interests1940 Act) of the Fund, NAM or R&T (the “Independent Board Members”), has unanimously approved, and its shareholders and approved the New Sub-Advisory Agreement, subject to the consummation of the Transaction and approval by shareholders. The form of the New Sub-Advisory Agreement is attached hereto as Appendix H.
The 1940 Act requires that each New Sub-Advisory Agreement be approved by that Fund’s shareholders in order for it to become effective. The Board of each Fund unanimously recommendsrecommended that shareholders approve, the NewR&T Sub-Advisory Agreement.Agreement for the Fund. If approved by shareholders, the R&T Sub-Advisory Agreement is anticipated to take effect on or about August 1, 2008 and the Current Sub-Advisory Agreement would terminate. In the event that shareholders of a Fund do not approve the NewR&T Sub-Advisory Agreement, at the Meeting or any adjournment thereof priorno changes will be made to the closing ofFund’s investment strategy, objective or diversification policy, the Transaction, an interim sub-advisory agreement between the Adviser and the applicable Sub-Adviser (each an “Interim Sub-Advisory Agreement” and collectively, the “Interim Sub-Advisory Agreements”) will take effect upon the closing of the Transaction.
At the July 31, 2007 meeting, each Board, including the Independent Board Members, also unanimously approved the Interim Sub-Advisory Agreements in order to assure continuity of advisory services to the Funds after the Transaction. The terms of each Interim Sub-Advisory Agreement are substantially identical to those of the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, except for the term and escrow provisions described below. If a Fund’s shareholders have not approved a New Sub-Advisory Agreement prior to the Transaction, an Interim Sub-Advisory Agreement will take effect upon the closing of the Transaction andFund will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of a Fund approve the New Sub-Advisory Agreement. Pursuant toRule 15a-4 be managed by ICAP under the 1940 Act, compensation earned by a Sub-Adviser under an Interim Sub-Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Sub-Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Sub-Advisory Agreement will be paid to the Sub-Adviser. If shareholders of a Fund do not approve the New Sub-Advisory Agreement prior to the end of the150-day period,its current investment strategy, and the Board will take such further action as it deems to be in the best interests of the Fund and its shareholders, andFund. The form of the Sub-Adviser will be paid the lesser of its costs incurred in performing its services under the


14

InterimR&T Sub-Advisory Agreement is attached hereto as Appendix B.
Information about R&T
R&T is an indirect wholly-owned subsidiary of Nuveen. R&T was formed in 1984 to provide a variety of products and services to assist large institutional clients in their investment management processes. These products and services are aimed at improving and enhancing the risk or reward characteristics of client assets. The firm’s products feature innovative concepts combined with the total amountpractical application of investment technologies and quantitative methods. R&T seeks to improve client investment performance through the application of leading edge techniques which add value and control risk in investment management processes. As of March 31, 2008, R&T provided investment analysis services (including asset allocation, manager selection, performance analysis, and other services) to institutions with aggregate assets over $450 billion. The principal occupation of the escrow account, plus interest earned.officers and directors of R&T is shown in Appendix C. The business address of R&T and each officer and director of R&T is 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois 60604. As of the date of this proxy statement, R&T does not manage any other funds with similar investment objectives as the Fund.
 
Comparison of Originalthe Current Sub-Advisory Agreement and Newthe R&T Sub-Advisory Agreement
 
Below is a comparison of the terms of the Current Sub-Advisory Agreement and the R&T Sub-Advisory Agreement. The terms of each Newthe Current Sub-Advisory Agreement including fees payable toand the Sub-Adviser by NAM thereunder,R&T Sub-Advisory Agreement are substantially identical to those of the Original Sub-Advisory Agreement,similar, except for the date of effectiveness. There is no change ineffectiveness and the fee rate payable by NAM to R&T. The R&T Sub-Advisory Agreement is a new agreement and has not previously been approved by shareholders of the Sub-Adviser.Fund. If approved by shareholders of a Sub-Advisedthe Fund, the NewR&T Sub-Advisory Agreement for the Fund will expire on August 1, 2008,2009, unless continued. Each NewThe R&T Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Sub-Advisory Agreements to the terms of the New Sub-Advisory Agreements.
 
Advisory Services. The advisory services to be provided by the Sub-Adviser to each Sub-Advised Fund under the New Sub-Advisory Agreements will be identical to those advisory services currently provided by the Sub-Adviser to each Fund under the Original Sub-Advisory Agreements. Both the OriginalCurrent Sub-Advisory AgreementsAgreement and Newthe R&T Sub-Advisory AgreementsAgreement provide that the Sub-Adviser will furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities, for the portion of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and subject to oversight of the Trust’s Board and the Adviser. In performing its duties underNAM. Under both the Original


8

Current Sub-Advisory AgreementsAgreement and the NewR&T Sub-Advisory Agreements,Agreement, the Sub-Adviser will monitor the Fund’s investments and will comply with the provisions of the Trust’s Declaration of Trust and By-Laws and the stated investment objectives,objective, policies and restrictions of the Fund. It is not anticipated
Fees. Under both the Current Sub-Advisory Agreement and the R&T Sub-Advisory Agreement, NAM pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the Fund. If the investment strategy changes described above in the Introduction are implemented, NAM will reduce the investment management fee it charges to the Fund such that NAM will receive an annual fee equal to 0.15% of the Transactionaverage daily net assets of the Fund. Under the R&T Sub-Advisory Agreement, NAM will have any adverse effect onpay R&T an annual portfolio management fee equal to 0.075% of average daily net assets of the performanceFund. The annual rate of a Sub-Adviser’s obligationsportfolio management fees payable to ICAP under the NewCurrent Sub-Advisory Agreements.Agreement and the fees paid by NAM to ICAP with respect to the Fund during the Fund’s last fiscal year are set forth below:
 
Fee Rate Under Current Sub-Advisory Agreement
                 
  Equity
  Fixed-Income
  Fees Paid to
  Net Assets
 
  Portfolio
  Portfolio
  ICAP During Last
  as of
 
Assets of All the Nuveen Sponsored Investment Products Managed by ICAP(1) Management Fee  Management Fee  Fiscal Year  __/__/08 
  
 
For the first $500 million  0.35%  0.20%        
For the next $500 million  0.30%  0.15%        
For assets over $1 billion  0.25%  0.12%        
 
 
(1) NAM pays ICAP a portfolio management fee based on the average daily market value of all the Nuveen-sponsored investment products for which it serves as portfolio manager. NAM pays ICAP separate portfolio management fees for the equity and fixed-income portions of the Fund’s assets according to the above schedule.
Brokerage. Both The Current Sub-Advisory Agreement and the OriginalR&T Sub-Advisory Agreements and New Sub-Advisory AgreementsAgreement authorize the Sub-Adviser to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds,Fund, subject to its obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the Sub-Adviser.circumstances.
 
Fees. Under both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the Fund. The rate of the portfolio management fees payable by the Adviser to the Sub-Adviser under the New Sub-Advisory Agreements is identical to the rate of the fees paid under the Original Sub-Advisory Agreements. The annual rate of portfolio management fees payable to the Sub-Adviser under the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by the Adviser to the Sub-Adviser with respect to each Sub-Advised Fund during each Fund’s last fiscal year is set forth in Appendix I to this Proxy Statement. Appendix I also includes the advisory fee rates and net assets of Funds not included in this Proxy Statement advised by each Sub-Adviser with similar investment objectives as the Funds the Sub-Adviser sub-advises.
Payment of Expenses. Under each Originalthe Current Sub-Advisory Agreement and Newthe R&T Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in connection with its activities


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under the Agreement other than the cost of securities (including any brokerage commissions) purchased for the Fund.
 
Limitation on Liability. The OriginalCurrent Sub-Advisory AgreementsAgreement and Newthe R&T Sub-Advisory AgreementsAgreement provide that the Sub-Adviser will not be liable for, and the AdviserNAM will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Sub-Adviser’s duties under the Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of duties under the Agreement, or by reason of its reckless disregard of its obligations and duties under the Agreement.
 
Continuance.Termination. The Original Sub-Advisory Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory Agreement will expire on August 1, 2008, unless continued. Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.
Termination. The OriginalCurrent Sub-Advisory Agreement and Newthe R&T Sub-Advisory Agreement for each Fund provide that the Agreement may be terminated at any time without the payment of any penalty by NAMeither party on sixty (60) days’ written notice to the Sub-Adviser.notice. The OriginalCurrent Sub-Advisory Agreement and Newthe R&T Sub-Advisory Agreement may also be terminated by a Sub-Advised Fund with respect to thatthe Fund by action of the Trust’s Board


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or by a vote of a majority of the outstanding voting securities of thatthe Fund, accompanied by 60 days’ written notice.
 
The OriginalCurrent Sub-Advisory Agreement and Newthe R&T Sub-Advisory Agreement for each Sub-Advised Fund are also terminable with respect to that Fund at any time without the payment of any penalty, by the Adviser,NAM, the Board or by vote of a majority of the outstanding voting securities of thatthe Fund in the event that it is established by a court of competent jurisdiction that the Sub-Adviser or any of its officers or directors has taken any action that results in a breach of the representations of the Sub-Adviser set forth in the Agreement. The Current Sub-Advisory Agreement and the R&T Sub-Advisory Agreement will automatically terminate in the event of an assignment.
 
Information About Sub-Advisers
ICAP. ICAP currently manages the entire investment portfolios of Large-Cap Value and Balanced Stock and Bond, and the equity investments portion of Balanced Municipal and Stock. ICAP is an institutional investment management firm that was founded in 1970 and has approximately $19.7 billion in assets under management as of June 30, 2007. ICAP is a wholly-owned subsidiary of New York Life Investment Management Holdings. The principal occupation of the officers and directors of ICAP and the address of each officer and director of ICAP is shown in Appendix J. The business address of ICAP is 225 West Wacker Drive, Chicago, Illinois 60606.
NWQ. NWQ, an affiliate of NAM, currently manages the investment portfolios of Global Value, NWQ Large-Cap Value, NWQ Multi-Cap Value, NWQ Small-Cap Value and NWQ Small/Mid-Cap Value and certain other Nuveen funds. NWQ is organized as a member-managed limited liability company, and its sole managing member is Nuveen. NWQ has provided investment management services to institutions and high net worth individuals since 1982. As of June 30, 2007, NWQ managed $38.6 billion in assets (with $18.2 billion in the Institutional Division and


16

$20.4 billion in the Managed Accounts Division). The principal occupation of the officers and directors of NWQ is shown in Appendix J. The business address of NWQ and each officer and director of NWQ is 2049 Century Park East, 16th Floor, Los Angeles, California 90067.
Rittenhouse. Rittenhouse manages the investment portfolio of Rittenhouse Growth. Rittenhouse, a wholly-owned subsidiary of Nuveen, is an institutional investment management firm with over 20 years of experience and approximately $3.2 billion in assets under management as of June 30, 2007. The principal occupation of the officers and directors of Rittenhouse is shown in Appendix J. The business address of Rittenhouse and each officer and director of Rittenhouse is Five Radnor Corporate Center, Suite 300, Radnor, Pennsylvania 19087.
SBAM. SBAM, an affiliate of NAM, manages Santa Barbara Dividend Growth, Santa Barbara Growth and Santa Barbara Growth Opportunities and certain other Nuveen funds. SBAM is organized as a member-managed limited liability company, and its sole managing member is Nuveen. SBAM specializes in fundamental,bottom-up research to select growth companies. SBAM also serves as sub-adviser to four open-end mutual funds. As of June 30, 2007, SBAM managed over $5 billion in assets. The principal occupation of the officers and directors of SBAM is shown in Appendix J. The business address of SBAM and each officer and director of SBAM is 200 E. Carrillo Street, Santa Barbara, California 93101.
Tradewinds. Tradewinds, an affiliate of NAM, currently manages Global Value, Tradewinds Value Opportunities, Tradewinds Global All-Cap and Tradewinds International Value and certain other Nuveen funds. Tradewinds specializes in global and international equity investing. Most of Tradewinds’ personnel were affiliated with NWQ Investment Management Company, LLC (“NWQ”) until March 2006, when NWQ reorganized into two distinct entities: NWQ and Tradewinds. Tradewinds is organized as a member-managed limited liability company, with Nuveen as its sole managing member. As of June 30, 2007, Tradewinds managed over $      billion in assets. The principal occupation of the officers and directors of Tradewinds is shown in Appendix J. The business address of Tradewinds and each officer and director of Tradewinds is 2049 Century Park East, 16th Floor, Los Angeles, California 90067.
Shareholder Approval
To become effective, each New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. Each NewR&T Sub-Advisory Agreement was approved for the Fund by the Board after consideration of all factors which it determined to be relevant to its deliberations, including those discussed below. The Board also determined to submit the NewR&T Sub-Advisory Agreement for consideration by the shareholders of the Fund.
 
The Board of eachthe Trust unanimously recommends that shareholders of the Fund vote FOR approval of the Fund’s NewR&T Sub-Advisory Agreement.


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Board Considerations for R&T Sub-Advisory Agreement
 
I.  Approval of the Original Investment Management Agreements and Original Sub-Advisory Agreements
Disclosure for Nuveen Balanced Stock and Bond Fund
     
The Board Members areis responsible for overseeing the performance of the investment adviseradvisers to the FundsFund and determining whether to approve or continue the Fund’s advisory arrangements, including sub-advisory arrangements. During the year,At a meeting held on April 23, 2008 (the “April Meeting”), the Board, of each Fund had performed a full annual review of or initiallyincluding the Independent Board Members, approved the Original Investment Management Agreementscontinuance of the investment management agreement between the Fund and with respect to Funds with Sub-Advisers, the Original Sub-Advisory Agreements. The annual review of advisory and sub-advisory contracts was held at a Board Meeting on May 21, 2007NAM (the “May Meeting”). The Funds with Original Investment Management Agreementsand/or Original Sub-Advisory Agreements subject to the annual review at the May Meeting (“Existing Funds”“Advisory Agreement”) and the Funds with Original Investment Management Agreementsand/or OriginalR&T Sub-Advisory Agreements that were initially approved (the “New Funds”) at other dates (each an “Initial Approval Meeting”) during the year are set forth in Appendix B (for Original Investment Management Agreements) and Appendix G (for Original Sub-Advisory Agreements).Agreement. NAM and each Sub-Adviser (other than the proposed new Sub-Adviser for Large-Cap Value, HydePark)R&T are referred to hereinoccasionally throughout this section each as a “Fund Adviser”. BecauseAdvisor” and together as the information provided“Fund Advisors.”
The Approval Process
     Since last year and the considerations made at the annual and initial reviews continue to be relevant with respect to the evaluation of the New Investment Management Agreements and New Sub-Advisory Agreements, the Board considered the foregoing as part of their deliberations of the New Investment Management Agreements and New Sub-Advisory Agreements. Accordingly, as indicated, the discussions immediately below outline the materials and information presented to the Board in connection with the Board’s prior reviews and the analysis undertaken and the conclusions reached by Board Members when determining to approve or continue the Original Investment Management Agreements and Original Sub-Advisory Agreements. The following discussion does not encompass the Board’s considerations of the new Sub-Advisory Agreements with Symphony and HydePark for Large-Cap Value which are set forth below under “Approval of the New Sub-Advisory Agreements for Large-Cap Value.” While Symphony currently advises other Nuveen Funds, Hyde Park is a new sub-adviser for a Fund in the complex. Accordingly, the discussion below for prior approvals does not include HydePark as a Sub-Adviser.
Duringduring the course of this year, NAM has been evaluating the year,investment strategy of the Fund and considering potential changes to such strategy in an effort to continue to meet investors needs in the current marketplace. Beginning in February 2008, the Board received a wide variety of materials relating to proposed changes to convert the servicesFund to a “fund-of-funds” structure, including changes to the Fund’s investment objective and policies, as well as the rationale for the proposed changes, the Fund’s proposed asset allocations and the modified fee structure. In considering the proposed changes, the Board considered the Fund’s past performance, including its total return for the quarter, one-year, three-year and five-year periods ending December 31, 2007 and the Fund’s performance compared to similar, unaffiliated funds based on information and data provided by an independent third party and to recognized and/or customized benchmarks. The Board reviewed the net flows from purchases and redemptions of the Fund, noting the outflows experienced by the Fund. The Board further recognized the changes in the marketplace over the years with funds being offered with a broader multi-asset and multi-manager approach than that followed by the Fund Advisersby diversifying among multiple asset classes and managers. The Board recognized that the performanceproposed change to the Fund’s investment strategy seeks, in part, to improve the Fund’s risk/return profile by using asset allocation to diversify risk, control style risk and diversify sources of value-added returns by accessing multiple investment managers. The Board reviewed the revised management fee schedule and estimated expenses for the Fund, including NAM’s commitment to waive fees and reimburse expenses through October 31, 2011 (as described in further detail below). The Independent Board Members further noted that NAM will pay one-half of the Funds (as applicable). At eachcosts incurred in connection with the solicitation of proxies in seeking the necessary shareholder approvals to change the Fund’s fundamental investment objectives and policies if shareholder approval is obtained and will pay all costs if shareholder approval is not obtained. Based on its quarterly meetings,considerations, the Board approved the changes to the Fund’s investment objectives and applicable investment policies, and recommended that shareholders approve such changes. The Board also approved an amendment to the Fund’s current Advisory Agreement to reflect the lower management fee effective upon shareholder approval of the changes to the Fund’s investment objective and fundamental investment policies necessary to convert the Fund to a fund-of-funds structure. As described in further detail below, the Board also approved the R&T Sub-Advisory Agreement and recommended shareholders approve such agreement.
     In conjunction with the changes to the Fund’s investment strategy, the Board reviewed investment performance (as applicable) and various matters relating to the operationsadvisory arrangements of the Funds, includingFund. To assist the compliance program, shareholder services, valuation, custody, distributionBoard in its evaluation of the respective Advisory Agreement and other information relating toR&T Sub-Advisory Agreement, at the nature, extent and quality of services provided byApril Meeting or prior meetings, the Fund Adviser. Between the regularly scheduled quarterly meetings, theIndependent Board Members received, information on particular matters as the need arose. In addition, because the Advisers and Sub-Advisers to the New Funds already serve in such respective capacities with other Nuveen Funds, the information provided regarding the applicable Fund Adviser at the annual review at the May Meeting supplemented the information received at the initial approvals.


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In preparation for their considerations at the May Meeting, Independent Board Members also received extensive materials, welladequate time in advance of the meeting,April Meeting or prior meetings, extensive materials which outlined, or are related to, among other things:
 • the nature, extent and quality of services to be provided by the Fund Adviser;Advisors;
 
 • the organization and business operations of the Fund Adviser, including the responsibilities of various departments and key personnel;Advisors;
 
 •each Existing Fund’s pastthe performance of the Fund as well as described below;
•the Existing Fund’s performance compared to funds with similar investment objectives based on data and information provided by an independent third party and to recognizedand/or customized benchmarks (as appropriate)profitability of Nuveen Investments, Inc.;
 
 • the profitabilityproposed management fees of the Fund Adviser and certain industry profitability analyses for unaffiliated advisers;
• the expenses of the Fund Adviser in providing the various services;
• the advisory fees and total expense ratios of each Existing Fund,Advisors, including comparisons of suchNAM’s fees and expenses with thosethe gross management fees of comparable, unaffiliated funds based on information and data provided by an independent third party (the “Peer Universe”) as well as compared to a subset of funds within the Peer Universe (the “Peer Group”) of the respective Existing Fund (as applicable);party;
 
 • the advisory feesexpected expenses of the Fund, Adviser assesses to other typesincluding comparisons of investment products or clients;the Fund’s expected expense ratios with the expense ratios of comparable, unaffiliated funds based on information and data provided by an independent third party; and
 
 • the soft dollar practices of the Fund Adviser,Advisors, if any; and
• from independent legal counsel, a legal memorandum describing among other things, applicable laws, regulations and duties in reviewing and approving advisory contracts.any.
     
At the Initial Approval Meetings, the Board Members received in advance of such meeting or at prior meetings similar materials, including the nature, extent and quality of services expected to be provided; the organization and operations of any Fund Adviser (including the responsibilities of various departments and key personnel); the expertise and background of the Fund Adviser; the profitability of Nuveen (which includes its wholly-owned advisory subsidiaries); the proposed management fees, including comparisons with peers; the expected expenses of the New Fund, including comparisons of the expense ratios with peers; and the soft dollar practices of the Fund Adviser. However, unlike Existing Funds, the New Funds did not have actual past performance at the time of approval.
At the MayApril Meeting, NAM made a presentation to and responded to questions from the Board. At the May Meeting or applicable Initial Approval Meeting, the Independent Board Members met privately with their legal counselPrior to review the Board’s duties in reviewing advisory contracts and considering the approval or renewal of the advisory contracts (which include the sub-advisory contracts). The Independent Board Members, in consultation with independent counsel, reviewed the factors set out in judicial decisions and SEC directives relating to the approval or renewal of advisory contracts. As outlined in more detail below, the Board Members considered all factors they believed relevant with respect to each Fund, including, but not limited to, the following: (a) the nature, extent and quality of the services to be provided by the Fund Adviser; (b) the investment performance of the Fund and the


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Fund Adviser (as applicable); (c) the costs of the services to be provided and profits to be realized by the Fund Adviser and its affiliates; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of the Fund’s investors. In addition, as noted, the Board Members met regularly throughout the year to oversee the Funds. In evaluating the advisory contracts, the Board Members also relied upon their knowledge of the respective Fund Adviser, its services and the Funds resulting from their meetings and other interactions throughout the year. It is with this background that the Board Members considered each advisory contract.
A.  Nature, Extent and Quality of Services
In considering the approval or renewal of the Original Investment Management Agreements and Original Sub-Advisory Agreements, the Board Members considered the nature, extent and quality of the respective Fund Adviser’s services. The Board Members reviewed materials outlining, among other things, the Fund Adviser’s organization and business; the types of services that the Fund Adviser or its affiliates provide or are expected to provide to the Funds; the performance record of the Fund (as described in further detail below); and at the annual review, any initiatives Nuveen had taken for the applicable fund product line. As noted, the Board Members were already familiar with the organization, operations and personnel of each respective Fund Adviser due to the Board Members’ experience in governing the respective Funds and working with such Fund Advisers on matters relating to the Funds.
At the May Meeting, the Board Members also recognized NAM’s investment in additional qualified personnel throughout the various groups in the organization and recommended to NAM that it continue to review staffing needs as necessary. In addition, with respect to the municipal funds advised by NAM, the Board Members at the May Meeting reviewed materials describing the current status and, in particular, the developments in 2006 with respect to NAM’s investment process, investment strategies (including additional tools used in executing such strategies), personnel (including portfolio management and research teams), trading process, hedging activities, risk management operations (e.g.,reviewing credit quality, duration limits, derivatives use, as applicable), and investment operations (such as enhancements to trading procedures, pricing procedures, and client services). The Board Members recognized NAM’s investment of resources and efforts to continue to enhance and refine its investment process. With respect to the taxable fixed income funds advised by NAM (e.g., Short Duration, Multi-Strategy Income, and High Yield), the Board Members also considered the depth of experience of NAM personnel managing this asset class and their respective investment strategies.
With respect to Sub-Advisers, the Board Members also received and reviewed an evaluation of each Sub-Adviser (other than HydePark) from NAM at the annual review. Such evaluation outlined, among other things, the respective Sub-Adviser’s organizational history, client base, product mix, investment team and any changes thereto, investment process and any changes to its investment strategy, and the Funds’ investment objectives and performance (as applicable). At the May Meeting, the Board Members noted that NAM recommended the renewal of the applicable Original Sub-Advisory Agreements and considered the basis for such recommendations and any qualifications in connection therewith.
In its review of the Sub-Advisers, the Board Members also considered, among other things, the experience of the investment personnel, the quality of the Sub-Adviser’s investment processes in making portfolio management decisions and any additional refinements and improvements


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adopted to the portfolio management processes and Fund performance. As the Sub-Advisers advise various Funds, the Board Members are already familiar with the organization, operations, personnel and investment process of the respective Sub-Adviser. During the last year, the Board Members noted that they visited several Sub-Advisers meeting their key investment and business personnel. In this regard, the Board Members visited SBAM, NWQ and Tradewinds in February, 2007. The Board Members noted such Sub-Advisers’ experienced investment teams. With respect to the Funds sub-advised by ICAP, NWQ, and SBAM, the Board Members also noted the depth of experience of their respective personnel and disciplined investment process at the annual review. At the May Meeting, with respect to Rittenhouse, the Board Members recognized Rittenhouse Growth’s improved performance noting that the modifications to its investment process appear effective.
In addition to advisory services, the Independent Board Members considered the quality of administrative and non-advisory services provided by NAM and noted that NAM and its affiliates provide the Funds with a wide variety of services and officers and other personnel as are necessary for the operations of the Funds, including,
• product management;
• fund administration;
• oversight by shareholder services and other fund service providers;
• administration of Board relations;
• regulatory and portfolio compliance; and
• legal support.
As the Funds operate in a highly regulated industry and given the importance of compliance, the Board Members considered, in particular, NAM’s compliance activities for the Funds and enhancements thereto. In this regard, the Board Members recognized the quality of NAM’s compliance team. With respect to Funds with Sub-Advisers, the Board Members also considered NAM’s ability and procedures to monitor the respective Sub-Adviser’s performance, business practices and compliance policies and procedures. The Board Members further noted NAM’s negotiations with other service providers and the corresponding reduction in certain service providers’ fees at the May Meeting.
With respect to Sub-Advisers, the Board Members noted that the sub-advisory agreements were essentially agreements for portfolio management services only and the respective Sub-Adviser was not expected to supply other significant administrative services to the Funds.
Based on their review, the Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the Funds under the respective Original Investment Management Agreement or Original Sub-Advisory Agreement, as applicable, were satisfactory.
B.  The Investment Performance of the Funds and Fund Advisers
At the May Meeting, the Board considered the investment performance for each Existing Fund, including the Existing Fund’s historic performance as well as its performance compared to funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). In addition, with respect to non-municipal


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Existing Funds, the Board Members reviewed the respective Existing Fund’s historic performance compared to recognizedand/or customized benchmarks (as applicable). With respect to municipal Existing Funds, the Board Members reviewed portfolio level performance (which does not reflect fund level fees and expenses) against customized benchmarks, as described in further detail below.
In evaluating the performance information during the annual review at the MayApril Meeting, in certain instances, the Board Members noted that the closest Performance Peer Group for an Existing Fund may not adequately reflect such Existing Fund’s investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund’s performance with that of the Performance Peer Group. These Performance Peer Groups include those for: Tradewinds Value Opportunities, Santa Barbara Growth, Multi-Strategy Income and Intermediate Duration (although Multi-Strategy Income and Intermediate Duration have been reclassified in more appropriate peer groups for 2007).
In addition to the foregoing, with respect to state specific municipal Existing Funds, the Board Members also recognized that certain funds do not have a corresponding state specific Performance Peer Group in which case their performance is measured against a more general municipal category for various states. The open-end state municipal funds that utilize the more general category are New Mexico Municipal and Wisconsin Municipal.
With respect to non-municipal Existing Funds, the Board Members reviewed performance information including, among other things, total return information compared with the Existing Fund’s Performance Peer Group as well as recognizedand/or customized benchmarks (as appropriate) for the one-, three- and five-year periods (as applicable) ending December 31, 2006. This information supplemented the performance information provided to the Board at each of its quarterly meetings. Based on their review at the May Meeting, the Board Members determined that the respective Existing Fund’s investment performance over time had been satisfactory.
With respect to municipal Existing Funds, the Board Members reviewed performance information including, among other things, total return information compared with the Existing Fund’s Performance Peer Group for the one-, three-and five-year periods (as applicable) ending December 31, 2006. The Board Members also reviewed the Existing Fund’s portfolio level performance (which does not reflect fund level fees and expenses) compared to customized portfolio-level benchmarks for the one- and three-year periods ending December 31, 2006 (as applicable). The analysis was used to assess the efficacy of investment decisions against appropriate measures of risk and total return, within specific market segments. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Board Members determined that each Existing Fund’s investment performance over time had been satisfactory.
With respect to New Funds, the Funds did not have their own performance history at their Initial Approval Meetings. However, in certain cases, the Board Members received performance information regarding the proposed investment strategies for the applicable New Fund (if available). In addition, the Board Members were also familiar with the Fund Adviser’s performance record on other Funds.


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C.  Fees, Expenses and Profitability
1.  Fees and Expenses
During the annual review, the Board evaluated the management fees and expenses of each Existing Fund reviewing, among other things, such Fund’s advisory fees (net and gross management fees) and total expense ratios (before and after expense reimbursementsand/or waivers) in absolute terms as well as comparisons to the gross management fees (before waivers), net management fees (after waivers) and total expense ratios (before and after waivers) of comparable funds in the Peer Universe and the Peer Group. In reviewing the fee schedule for an Existing Fund, the Board Members considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. The Board Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In certain cases, due to the small number of peers in the Peer Universe, the Peer Universe and Peer Group had significant overlap or even consisted entirely of the same unaffiliated funds. In reviewing the comparisons of fee and expense information, the Board Members recognized that in certain cases, the size of the Existing Fund relative to peers, the small size and odd composition of the Peer Group (including differences in objectives and strategies), expense anomalies, timing of information used or other factors impacting the comparisons thereby limited some of the usefulness of the comparative data. Based on their review of the fee and expense information provided, the Board Members determined that each Existing Fund’s net total expense ratio was within an acceptable range compared to peers.
With respect to New Funds at the Initial Approval Meetings, the Board similarly considered the New Fund’s proposed management fee structure, its sub-advisory fee arrangements and expected expense ratios in absolute terms as well as compared with the fees and expense ratios of comparable, unaffiliated funds and comparable, affiliated funds (if any). The Board Members also considered the applicable fund-level breakpoint schedule and complex-wide breakpoint schedule. Based on their review of the overall fee arrangements of the respective New Funds, the Board Members determined that the advisory fees and expected expenses of the applicable New Funds were reasonable.
2.  Comparisons with the Fees of Other Clients
At the annual review, the Board Members further reviewed data comparing the advisory fees of NAM with fees NAM charges to other clients. With respect to non-municipal Existing Funds, such clients include NAM’s separately managed accounts and funds that are not offered by Nuveen but are sub-advised by one of Nuveen’s investment management teams. With respect to municipal Existing Funds, such other clients include NAM’s municipal separately managed accounts. In general, the advisory fees charged for separate accounts are somewhat lower than the advisory fees assessed to the Funds. The Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. As described in further detail above, such additional services include, but are not limited to: product management, fund administration, oversight of third party service providers, administration of Board relations, and legal support. The Board


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Members noted that the Funds operate in a highly regulated industry requiring extensive compliance functions compared to other investment products. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Board Members believe such facts justify the different levels of fees.
With respect to Sub-Advisers, in considering the fees of a Sub-Adviser at the annual review, the Board Members also considered the pricing schedule or fees that the Sub-Adviser charges for similar investment management services for other fund sponsors or clients, as applicable. The Board Members noted that, with respect to Sub-Advisers unaffiliated with Nuveen, such fees were the result of arm’s-length negotiations.
3.  Profitability of Fund Advisers
In conjunction with its review of fees, the Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers other than HydePark which had been acquired by Nuveen as of May 1, 2007) and its financial condition. At the annual review, the Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last three years, the allocation methodology used in preparing the profitability data as well as the 2006 Annual Report for Nuveen. The Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Board Members noted the enhanced dialogue and information regarding profitability with NAM during the year, including more frequent meetings and updates from Nuveen’s corporate finance group. The Board Members considered Nuveen’s profitability compared with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues, expenses and profit margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors, including the allocation of expenses. Further, the Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen’s methodology at the annual review and assumptions for allocating expenses across product lines to determine profitability. Last year, the Board Members also designated an Independent Board Member as a point person for the Board to review the methodology determinations during the year and any refinements thereto, which relevant information produced from such process was reported to the full Board. In reviewing profitability, the Board Members recognized Nuveen’s increased investment in its fund business. Based on its review, the Board Members concluded that Nuveen’s level of profitability for its advisory activities was reasonable in light of the services provided. With respect to Funds with unaffiliated Sub-Advisers, the Board Members also considered the Sub-Adviser’s revenues from serving as sub-adviser to the applicable Funds, expenses (including the basis for allocating expenses) and profitability margins (pre- and post-tax). Based on their review, the Board Members were satisfied that the respective Fund Adviser’s level of profitability was reasonable in light of the services provided.


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In evaluating the reasonableness of the compensation, the Board Members also considered other amounts paid to a Fund Adviser by the Funds as well as any indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Funds, if any. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangement of each Existing Fund, the Board Members determined that the advisory fees and expenses were reasonable.
D.  Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Board Members recognized the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure the shareholders share in these benefits, the Board Members reviewed and considered the breakpoints in the advisory fee schedules that reduce advisory fees. In addition to advisory fee breakpoints, the Board also approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Board Members noted that the last complex-wide asset level breakpoint for the complex-wide fee schedule was at $91 billion and that the Board Members anticipated further reviewand/or negotiations prior to the assets of the Nuveen complex reaching such threshold. Based on their review, the Board Members concluded that the breakpoint schedule and complex-wide fee arrangement was acceptable and desirable in providing benefits from economies of scale to shareholders, subject to further evaluation of the complex-wide fee schedule as assets in the complex increase. See Section II, Paragraph D — “Approval of the New Investment Management Agreements and New Sub-Advisory Agreements — Economies of Scale and Whether Fee Levels Reflect These Economies of Scale” for information regarding subsequent modification to the complex-wide fee.
E.  Indirect Benefits
In evaluating fees, the Board Members also considered any indirect benefits or profits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, during the annual review, the Board Members considered, among other things, any sales charges and distribution fees received and retained by the Funds’ principal underwriter, Nuveen Investments, LLC, an affiliate of NAM. The Board Members also recognized that an affiliate of NAM provides distribution and shareholder services to the Funds and their shareholders for which it may be compensated pursuant to a12b-1 plan. The Board Members, therefore, considered the12b-1 fees retained by Nuveen during the last calendar year.
In addition to the above, the Board Members considered whether the Fund Adviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Funds and other clients. With respect to NAM, the Board Members noted that NAM does not currently have any soft dollar arrangements; however, to the extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to


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comply with the applicable safe harbor provisions. With respect to ICAP, NWQ, SBAM, Tradewinds and Rittenhouse, the Board Members considered that such Sub-Advisers may benefit from their soft dollar arrangements pursuant to which the respective Sub-Adviser receives research from brokers that execute the applicable Fund’s portfolio transactions. For these sub-advisers, the Board Members noted that such Sub-Advisers’ profitability may be lower if they were required to pay for this research with hard dollars.
Based on their review, the Board members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.
F.  Other Considerations
The Board Members did not identify any single factor discussed previously as all-important or controlling in their considerations to initially approve or continue an advisory contract. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the Original Investment Management and Original Sub-Advisory Agreements are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to each Fund and that the Original Investment Management Agreements and the Original Sub-Advisory Agreements be approved or renewed (as applicable).
II.  Approval of the New Investment Management Agreements and New Sub-Advisory Agreements
Following the May Meeting, the Board Members were advised of the potential Transaction. As noted above, the completion of the Transaction would terminate each of the Original Investment Management Agreements and Original Sub-Advisory Agreements. Accordingly, at a meeting held on July 31, 2007 (the “July Meeting”), the Board of each Fund, including the Independent Board Members, unanimously approved the New Investment Management Agreements and New Sub-Advisory Agreements on behalf of the respective Funds. Leading up to the July Meeting, the Board Members had several meetings and deliberations with and without Nuveen management present, and with the advice of legal counsel, regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss the proposed Transaction. At that meeting, the Board Members established a special ad hoc committee comprised solely of Independent Board Members to focus on the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On June 15, 2007, the ad hoc committee met with representatives of NAM to discuss modifications to the complex-wide fee schedule that would generate additional fee savings at specified levels of complex-wide asset growth (as set forth in Appendix E). On June 15, 2007, the ad hoc committee also discussed the Transaction with representatives of Nuveen at a telephonic meeting. Following the foregoing meetings and several subsequent telephonic conferences among Independent Board Members and independent counsel, and between Independent Board Members and representatives of Nuveen, the Board met on June 18, 2007 to further discuss the proposed Transaction. Immediately prior to and then again during the June 18, 2007 meeting, the Independent Board Members met privately with their independent legal counsel. At that meeting, the Board met with representatives of MDP, of Goldman Sachs, Nuveen’s financial adviser in the Transaction, and of the Nuveen Board to discuss, among other


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things, the history and structure of MDP, the terms of the proposed Transaction (including the financing terms), and MDP’s general plans and intentions with respect to Nuveen (including with respect to management, employees, and future growth prospects). On July 9, 2007, the Board also met to be updated on the Transaction as part of a special telephonic board meeting. The Board Members were further updated at a special in-person board meeting held on July 19, 2007 (one Independent Board Member participated telephonically). Subsequently on July 27, 2007, the ad hoc committee held a telephonic conference with representatives of Nuveen and MDP to further discuss, among other things, the Transaction, the financing of the Transaction, retention and incentive plans for key employees, the effect of regulatory restrictions on transactions with affiliates after the Transaction, and current volatile market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreements and New Sub-Advisory Agreements, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by NAM and its affiliates.
The Independent Board Members received, well in advance of the July Meeting, materials which outlined, among other things:
• the structure and terms of the Transaction, including MDP’s co-investor entities and their expected ownership interests, and the financing arrangements that will exist for Nuveen following the closing of the Transaction;
• the strategic plan for Nuveen following the Transaction;
• the governance structure for Nuveen following the Transaction;
• any anticipated changes in the operations of the Nuveen Funds following the Transaction, including changes to NAM’s and Nuveen’s day-to-day management, infrastructure and ability to provide advisory, distribution or other applicable services to the Funds;
• any changes to senior management or key personnel who work on Fund related matters (including portfolio management, investment oversight, and legal/compliance) and any retention or incentive arrangements for such persons;
• any anticipated effect on each Fund’s expense ratio (including advisory fees) following the Transaction;
• any benefits or undue burdens imposed on the Funds as a result of the Transaction;
• any legal issues for the Funds as a result of the Transaction;
• the nature, quality and extent of services expected to be provided to the Funds following the Transaction, changes to any existing services and policies affecting the Funds, and cost-cutting efforts, if any, that may impact such services or policies;
• any conflicts of interest that may arise for Nuveen or MDP with respect to the Funds;
• the costs associated with obtaining necessary shareholder approvals and who would bear those costs; and


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• from legal counsel, a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including, in particular, with respect to a change of control.
Immediately preceding the July Meeting, representatives of MDP met with the Board to further respond to questions regarding the Transaction. After the meeting with MDP, the Independent Board Members met with independent legal counsel in executive session. At the July Meeting, Nuveen also made a presentation and responded to questions. Following the presentations and discussions of the materials presented to the Board, the Independent Board Members met again in executive session with their counsel. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to each Fund, including the impact that the Transaction could be expected to have on the following: (a) the nature, extent and quality of services to be provided; (b) the investment performance of the Funds; (c) the costs of the services and profits to be realized by Nuveen and its affiliates; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of investors. As noted above, during the past year, the Board Members had completed their annual review of, or initially approved, the respective Original Investment Management Agreements and Original Sub-Advisory Agreements and many of the factors considered at such reviews were applicable to their evaluation of the New Investment Management Agreements and New Sub-Advisory Agreements. Accordingly, in evaluating such agreements, the Board Members relied upon their knowledge and experience with the Fund Advisers and considered the information received and their evaluations and conclusions drawn at the reviews. The Independent Board Members evaluated all information available to them on aFund-by-Fund basis, and their determinations were made separately in respect of each Fund.
A.  Nature, Extent and Quality of Services
In evaluating the nature, quality and extent of the services expected to be provided by the Fund Adviser under the applicable New Investment Management Agreement or New Sub-Advisory Agreement, the Independent Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of NAM and each Sub-Adviser (if applicable); the potential implications of regulatory restrictions on the Funds following the Transaction; the ability of NAM and its affiliates to perform their duties after the Transaction; and any anticipated changes to the current investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management Agreement, including the fees payable thereunder, are substantially identical to those of the corresponding Original Investment Management Agreement relating to the same Fund (with both reflecting reductions to fee levels in the complex-wide fee schedule for complex-wide assets in excess of $80 billion that have an effective date of August 20, 2007) subject to the following. There is no change in the fee rate payable by each Fund to the Fund Adviser, except for Large-Cap Value, which may have a decrease in the fee rate payable by such Fund to NAM subject to shareholder approval. Similarly, the terms of each New Sub-Advisory Agreement, including fees payable thereunder, are substantially identical to those of the Original Sub-Advisory Agreement relating to the same Fund. The Board considered that the services to be provided and the standard of care under the New Investment Advisory Agreements and the New Sub-Advisory Agreements are the same as the corresponding original agreements. For Funds with Sub-Advisers, the Board Members


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noted the Transaction does not alter the allocation of responsibilities between the Adviser and Sub-Adviser. The respective Sub-Adviser for the applicable Funds will continue to furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by the Adviser to the respective Sub-Adviser, all on behalf of the Fund and subject to oversight of the Board and the Adviser. The Board Members further noted that key personnel of the Adviser or Sub-Adviser who have responsibility for the Funds in any area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction. The Board Members considered and are familiar with the qualifications, skills and experience of such personnel. The Board also considered certain information regarding any anticipated retention or incentive plans designed to retain key personnel. Further, the Board Members noted that no changes to Nuveen’s infrastructure (including at the affiliated Sub-Adviser level) or operations as a result of the Transaction were anticipated other than potential enhancements as a result of an expected increase in the level of investment in such infrastructure and personnel. The Board noted MDP’s representations that it does not plan to have a direct role in the management of Nuveen, appointing new management personnel, or directly impacting individual staffing decisions. The Board Members also noted that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent or quality of services. After consideration of the foregoing, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the respective Fund Advisers is expected.
In addition to the above, the Board Members considered potential changes in the operations of each Fund. In this regard, the Board Members considered the potential effect of regulatory restrictions on the Funds’ transactions with future affiliated persons. During their deliberations, it was noted that, after the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership interest in Nuveen at a level that will make Merrill Lynch an affiliated person of Nuveen. The Board Members recognized that applicable law would generally prohibit the Funds from engaging in securities transactions with Merrill Lynch as principal, and would also impose restrictions on using Merrill Lynch for agency transactions. They recognized that having MDP and Merrill Lynch as affiliates may restrict the Funds’ ability to invest in securities of issuers controlled by MDP or issued by Merrill Lynch and its affiliates even if not bought directly from MDP or Merrill Lynch as principal. They also recognized that various regulations may require the Funds to apply investment limitations on a combined basis with affiliates of Merrill Lynch. The Board Members considered information provided by NAM regarding the potential impact on the Funds’ operations as a result of these regulatory restrictions. The Board Members considered, in particular, the Funds that may be impacted most by the restricted access to Merrill Lynch, including: municipal funds (particularly certain state-specific funds), senior loan funds, taxable fixed income funds, preferred security funds and funds that heavily use derivatives. The Board Members considered such Funds’ historic use of Merrill Lynch as principal in their transactions and information provided by NAM regarding the expected impact resulting from Merrill Lynch’s affiliation with Nuveen and available measures that could be taken to minimize such impact. NAM informed the Board Members that, although difficult to determine with certainty, its management did not believe that MDP’s or Merrill Lynch’s status as an affiliate of Nuveen would have a material adverse effect on any Fund’s ability to pursue its investment objectives and policies.


29

In addition to the regulatory restrictions considered by the Board, the Board Members also considered potential conflicts of interest that could arise between the Funds and various parties to the Transaction and discussed possible ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the annual or initial review, the Board concluded that the Transaction was not expected to adversely affect the nature, quality or extent of services provided by the respective Fund Adviser and that the expected nature, quality and extent of such services supported approval of the New Investment Management Agreements and New Sub-Advisory Agreements.
B.  Performance of the Funds
With respect to the performance of the Funds, the Board considered that the portfolio management personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction.
In addition, the Board Members recently reviewed Existing Fund performance at the May Meeting as described above and determined such Funds’ performance was satisfactory or better. With respect to New Funds, the Funds did not have their own performance history at their respective Initial Approval Meetings. However, in certain cases, the Board Members received performance information regarding the proposed investment strategies for the applicable New Fund (if available). The Board Members further noted that the investment policies and strategies were not expected to change as a result of the Transaction.
In light of the foregoing factors, along with the prior findings regarding performance at the annual review, the Board concluded that its findings with respect to performance supported approval of the New Investment Management Agreements and New Sub-Advisory Agreements.
C.  Fees, Expenses and Profitability
As described in more detail above, during the annual or initial reviews the Board Members considered, among other things, the management fees and expenses of the Funds, the breakpoint schedules, and comparisons of such fees and expenses with peers. At the annual or initial review, the Board Members determined that the respective Fund’s advisory fees and expenses were reasonable. In evaluating the profitability of the Fund Adviser under the New Investment Management Agreements and New Sub-Advisory Agreements, the Board Members considered their conclusions at their prior reviews and whether the management fees or other expenses would change as a result of the Transaction. As described above, the investment management fee for NAM is composed of two components — a fund-level component and complex-wide level component. The fee schedule under the New Investment Management Agreements to be paid to NAM is identical to that under the Original Investment Management Agreements, including the modified complex-wide fee schedule, except for a potential reduction in the management fee paid by Large-Cap Value to NAM. As noted above, the Board recently approved a modified complex-wide fee schedule that would generate additional fee savings on complex-wide assets above $80 billion. See Appendix E for both the prior and the new complex-wide fee schedule. The modifications have an effective date of August 20, 2007 and are part of the Original Investment Management Agreements. Accordingly, the terms of the complex-wide component under the New Investment Management Agreements are the same as under the Original Investment Management Agreements. The Board Members also


30

noted that Nuveen has committed for a period of two years from the date of closing of the Transaction that it will not increase gross management fees for any Fund and will not reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels (subject to certain potential adjustments noted below). Based on the information provided, the Board Members did not expect that overall Fund expenses would increase as a result of the Transaction.
In addition, the Board Members considered that additional fund launches were anticipated after the Transaction which would result in an increase in total assets under management in the complex and a corresponding decrease in overall management fees under the complex-wide fee schedule. Taking into consideration the Board’s prior evaluation of fees and expenses at the annual renewal or initial approval, and the modification to the complex-wide fee schedule, the Board determined that the management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability for its advisory activities (which includes its affiliated Sub-Advisers), at the recent annual review, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable. During the year, the Board Members had noted the enhanced dialogue regarding profitability and the appointment of an Independent Board Member as a point person to review methodology determinations and refinements in calculating profitability. Given their considerations at the annual or initial review and the modifications to the complex-wide fee schedule, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities continues to be reasonable.
With respect to the Sub-Advisers, the fees paid under the New Sub-Advisory Agreements are the same as the Original Sub-Advisory Agreements. With respect to Funds with unaffiliated Sub-Advisers, the Board Members considered the Sub-Adviser’s revenues from serving as Sub-Adviser to the applicable Funds, expenses (including the basis for allocating expenses) and profitability margins (pre- and post-tax) at the annual review. The Transaction is not anticipated to affect the profitability of such Sub-Advisers. At the annual review, the Board Members were satisfied that the respective Fund Adviser’s level of profitability was reasonable in light of the services provided. Taking into account the Board’s prior evaluation and the fact that sub-advisory fees will not change, the Board Members were satisfied that the respective Fund Advisers’ levels of profitability were reasonable in light of the services provided.
D.  Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
The Board Members have been cognizant of economies of scale and the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure that shareholders share in the benefits derived from economies of scale, the Board adopted the complex-wide fee arrangement in 2004. At the May Meeting, the Board Members reviewed the complex-wide fee arrangements and noted that additional negotiations may be necessary or appropriate as the assets in the complex approached the $91 billion threshold. In light of this assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting, the ad hoc committee met with representatives of Nuveen to further discuss modifications to the complex- wide fee schedule that would generate additional savings for shareholders as the assets of the complex grow. The proposed terms for the complex-wide fee schedule are expressed in terms of targeted cumulative savings at specified levels of complex-wide assets, rather than in terms of targeted marginal complex-wide fee rates. Under the modified schedule, the schedule would


31

generate additional fee savings beginning at complex-wide assets of $80 billion in order to achieve targeted cumulative annual savings at $91 billion of $28 million on a complex-wide level (approximately $0.6 million higher than those generated under the then current schedule) and generate additional fee savings for asset growth above complex-wide assets of $91 billion in order to achieve targeted annual savings at $125 billion of assets of approximately $50 million on a complex-wide level (approximately $2.2 million higher annually than that generated under the then current schedule). At the July Meeting, the Board approved the modified complex-wide fee schedule for the Original Investment Management Agreements and these same terms will apply to the New Investment Management Agreements. Accordingly, the Board Members believe that the breakpoint schedules and revised complex-wide fee schedule are appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale.
E.  Indirect Benefits
During their recent annual or initial review, the Board Members considered any indirect benefits that the Fund Adviser may receive as a result of its relationship with the Funds, as described above. As the policies and operations of the Fund Advisers are not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Board Members further considered any additional indirect benefits to be received by the Fund Adviser or its affiliates after the Transaction. The Board Members noted that other than benefits from its ownership interest in Nuveen and indirect benefits from fee revenues paid by the Funds under the management agreements and other Board-approved relationships, it was currently not expected that MDP or its affiliates would derive any benefit from the Funds as a result of the Transaction or transact any business with or on behalf of the Funds (other than perhaps potential Fund acquisitions, in secondary market transactions, of securities issued by MDP portfolio companies); or that Merrill Lynch or its affiliates would derive any benefits from the Funds as a result of the Transaction (noting that, indeed, Merrill Lynch would stand to experience the discontinuation of principal transaction activity with the Funds and likely would experience a noticeable reduction in the volume of agency transactions with the Funds).
F.  Other Considerations
In addition to the factors above, the Board Members also considered the following with respect to the Funds:
• Nuveen would rely on the provisions of Section 15(f) of the 1940 Act (as described above). In this regard, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period (such commitment, however, may exclude or be adjusted for the impact or futureclass-specific expense allocation protocol changes for a particular mutual fund); (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that each adviser/portfolio team affiliated with Nuveen shall not cause the Funds (or sleeves thereof) and other Nuveen Funds the


32

team manages, as a whole, to enter into portfolio transactions with or through the other minority owners of Nuveen on either a principal or an agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business and what the team has historically done, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).
• The Funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements or New Sub-Advisory Agreements (except for costs attributed to seeking shareholder approvals of Fund specific matters unrelated to the Transaction, such as approval of Board Members or changes to investment policies in which case a portion of such costs will be borne by the applicable Funds).
• The reputation, financial strength and resources of MDP.
• The long-term investment philosophy of MDP and anticipated plans to grow Nuveen’s business to the benefit of these Funds.
• The benefits to the Funds as a result of the Transaction including: (i) as a private company, Nuveen may have more flexibility in making additional investments in its business; (ii) as a private company, Nuveen may be better able to structure compensation packages to attract and retain talented personnel; (iii) as certain of Nuveen’s distribution partners are expected to be equity or debt investors in Nuveen, Nuveen may be able to take advantage of new or enhanced distribution arrangements with such partners; and (iv) MDP’s experience, capabilities and resources that may help Nuveen identify and acquire investment teams or firms and finance such acquisitions.
G.  Conclusion
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the New Investment Management Agreements and New Sub-Advisory Agreements are fair and reasonable, that the fees therein are reasonable in light of the services to be provided to each Fund and that the New Investment Management Agreements and New Sub-Advisory Agreements should be approved and recommended to shareholders.
III.  Approval of Interim Contracts
As noted above, at the July Meeting, the Board Members, including the Independent Board Members, unanimously approved the Interim Investment Management Agreements and Interim Sub-Advisory Agreements. If necessary to assure continuity of advisory services, the Interim Investment Management Agreements and Interim Sub-Advisory Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the New Investment Management Agreements and New Sub-Advisory Agreements. The terms of each Interim Investment Management Agreement and Interim Sub-Advisory Agreement are substantially identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement and the Original Sub-Advisory Agreement and New Sub-


33

Advisory Agreement, respectively, except for the term and escrow provisions described above. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Funds under the respective Interim Investment Management Agreement and Interim Sub-Advisory Agreement are at least equivalent to the scope and quality of services provided under the applicable Original Investment Management Agreement and Original Sub-Advisory Agreement.
3.  Election of Board Members
At each Trust’s Meeting, eight (8) Board Members are to be elected to serve until their successors shall have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Kundert, Schneider, Schwertfeger, Stockdale and Stone are nominees for election by all shareholders.
For each Trust, the affirmative vote of a plurality of the shares of the Trust, all series and classes voting together, present and entitled to vote at the Meeting will be required to elect the Board Members of that Trust.
It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Trust if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Trust’s present Board.
All of the Board Member nominees, except Board Member Stone, were last elected to each Trust’s Board at the special meeting of shareholders held on July 26, 2005. Ms. Stone was appointed in December 2006 to the Board of each Trust effective January 1, 2007. Ms. Stone is presented in this Joint Proxy Statement as nominee for election by shareholders and was nominated by the nominating and governance committee of each Trust’s Board.
Other than Mr. Schwertfeger, all Board Member nominees are not “interested persons,” as defined in the 1940 Act, of the Trusts or the Adviser and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”


34

The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.
Board Nominees/Board Members
Number of
Portfolios
in Fund
Other
Complex
Director-
Position(s)
Term of Office
Overseen
ships Held
Name, Address
Held with
and Length
Principal Occupation(s)
by Board
by Board
and Birth DateFundof Time Served(1)During Past 5 YearsMemberMember
Nominees who are not interested persons of the Fund
Robert P. Bremner
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)		Board Member; Lead Independent DirectorTerm: Indefinite
Length of Service

Length of Service:
Since 1996; Lead Independent Director Since 2005		Private Investor and Management Consultant.176N/A
Jack B. Evans
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 1999		President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; Member of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College and Iowa College Foundation; Member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.176See Principal Occupation Description
William C. Hunter
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 2004		Dean, Tippie College of Business, University of Iowa (since July 2006); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company; formerly, (2003-2006), Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut; formerly, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995 -- 2003); formerly, Director, SS&C Technologies, Inc. (May 2005-October 2005).176See Principal Occupation Description
David J. Kundert
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 2005		Director, Northwestern Mutual Wealth Management Company; retired (2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors, Milwaukee Repertory Theater.174See Principal Occupation Description


35

Number of
Portfolios
in Fund
Other
Complex
Director-
Position(s)
Term of Office
Overseen
ships Held
Name, Address
Held with
and Length
Principal Occupation(s)
by Board
by Board
and Birth DateFundof Time Served(1)During Past 5 YearsMemberMember
William J. Schneider
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 1996		Chairman, Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; formerly, Vice President, Miller-Valentine Realty; Director, Chair of the Finance Committee and Member of the Audit Committee of Premier Health Partners, the not-for-profit parent company of Miami Valley Hospital; Vice President of the Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum which promotes cooperation on economic development issues; formerly, Director, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank.176See Principal Occupation Description
Judith M. Stockdale
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 1997		Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).176N/A
Carole E. Stone
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)		Board MemberTerm: Indefinite
Length of Service

Length of Service:
Since 2007		Director, Chicago Board Options Exchange (since 2006); Chair, New York Racing Association Oversight Board (since 2005); Commissioner, NYSE Commission on Public Authority Reform (since 2005); formerly Director, New York State Division of the Budget (2000-2004), Chair, Public Authorities Control Board (2000-2004) and Director, Local Government Assistance Corporation (2000-2004).176See Principal Occupation Description
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger(2)
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)		Chairman of the Board and Board
Member		Term: Indefinite
Length of Service

Length of Service:
Since 1996		Director (since 1996) and Non-Executive Chairman (since July 1, 2007), formerly, Chairman (1996 - June 30, 2007) of Nuveen Investments, Inc.; formerly, Director and Chairman of Nuveen Investments, LLC, Nuveen Asset Management, and Rittenhouse Asset Management, Inc.; formerly, Chairman of Nuveen Investments Advisers, Inc. (2002-2007); formerly, Chief Executive Officer, NWQ Holdings, LLC; formerly, Director (1996-2006) of Institutional Capital Corporation; formerly, Director (1992-2004) and Chairman (1996-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3)176See Principal Occupation Description
(1) Length of Service indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex.
(2) “Interested person” as defined in the 1940 Act, by reason of being an officer (until July 2, 2007) and director of each Fund’s adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged into Nuveen Asset Management, effective January 1, 2005

36

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen Funds overseen by the Board Member as of December 31, 2006 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2006 is set forth in Appendix A. On December 31, 2006, Board Members and executive officers as a group beneficially owned approximately 1,400,000 shares of all funds managed by NAM (including shares held by Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). Each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of the Record Date, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund except Rittenhouse Growth and Global Value of which the Board Members and executive officers as a group beneficially owned 1.43% and 1.73%, respectively.[As of the Record Date, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as stated in Appendix K.]
Compensation
Prior to January 1, 2007, for all Nuveen funds, Independent Board Members received a $90,000 annual retainer plus (a) a fee of $2,500 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person where such in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person at a compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director received $20,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee received $7,500 and the chairperson of the nominating and governance committee received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also received a fee of $2,000 per day for site visits on days on which no regularly scheduled board meeting is held to entities that provide services to the Nuveen funds. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees were $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes. The Board Member affiliated with Nuveen and the Adviser served without any compensation from the Funds.


37

Effective January 1, 2007, for all Nuveen funds, Independent Board Members receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone where in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person or by telephone at a regularly scheduled compliance, risk management and regulatory oversight committee meeting; (e) a fee of $1,500 per meeting for attendance in person at a non-regularly scheduled compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required, except that the chairperson of the compliance, risk management and regulatory oversight committee may at any time designate a non-regularly scheduled meeting of the committee as an in-person meeting for the purposes of fees to be paid; (f) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (g) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director receives $25,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds.
The boards of certain Nuveen funds (the “Participating Funds”) established a Deferred Compensation Plan for Independent Board Members (“Deferred Compensation Plan”). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds.
The table below shows, for each Independent Board Member, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the Nuveen open-end and closed-end funds managed by the Adviser for the calendar year ended 2006. Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does not receive any compensation from the Funds or any Nuveen funds.


38

                             
Aggregate Compensation from the Funds(1)(3) 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone(2) 
  
 
Multistate Trust I
                            
Arizona Municipal $225  $235  $176  $188  $213  $187  $40 
Colorado Municipal  110   114   85   92   104   91   20 
Florida Municipal  764   805   649   695   783   672   133 
Maryland Municipal  335   348   259   280   317   277   66 
New Mexico Municipal  149   155   116   124   141   124   27 
Pennsylvania Municipal  491   510   380   410   465   407   95 
Virginia Municipal  782   821   660   710   799   684   146 
Multistate Trust II
                          — 
California Municipal  729   777   581   567   713   590   — 
California High Yield  16   17   13   13   15   13   — 
California Insured  644   687   512   500   631   520   — 
Connecticut Municipal  754   804   600   585   738   609   — 
Massachusetts Municipal  428   454   330   325   413   337   — 
Massachusetts Insured  222   236   170   168   214   174   — 
New Jersey Municipal  468   497   361   355   452   369   — 
New York Municipal  973   1,037   775   756   952   787   — 
New York Insured  866   925   688   672   849   700   — 
Multistate Trust III
                          — 
Georgia Municipal  495   514   383   413   468   410   99 
Louisiana Municipal  235   244   182   196   222   195   43 
North Carolina Municipal  696   722   543   593   669   577   143 
Tennessee Municipal  868   914   737   790   889   763   153 
Multistate Trust IV
                          — 
Kansas Municipal  333   347   259   278   315   277   60 
Kentucky Municipal  1,197   1,260   1,015   1,088   1,225   1,051   212 
Michigan Municipal  613   644   519   557   627   538   109 
Missouri Municipal  676   712   574   615   692   594   119 
Ohio Municipal  1,400   1,473   1,187   1,273   1,433   1,229   249 
Wisconsin Municipal  120   125   93   100   114   100   23 
Municipal Trust
     ��                    — 
All-American  1,010   1,057   811   865   982   852   181 
High Yield Municipal  11,246   11,647   8,923   9,614   10,889   9,410   2,395 
Insured Municipal  2,184   2,288   1,760   1,870   2,125   1,846   380 
Intermediate Duration  6,501   6,812   5,242   5,567   6,326   5,495   1,122 
Limited Term  1,830   1,922   1,479   1,567   1,782   1,549   306 


39

                             
Aggregate Compensation from the Funds(1)(3) 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone(2) 
  
 
Investment Trust
                          — 
Balanced Municipal and Stock  211   276   170   174   215   172   36 
Balanced Stock and Bond  154   188   125   127   157   126   26 
Large-Cap Value  1,459   1,776   1,179   1,204   1,485   1,189   254 
Global Value  46   42   30   37   43   36   14 
NWQ Large-Cap Value  1   1   1   1   1   1   1 
NWQ Multi-Cap Value  3,159   2,939   2,523   2,599   3,192   2,545   636 
NWQ Small-Cap Value  293   265   215   231   272   223   88 
NWQ Small/Mid-Cap Value  2   1   1   1   1   1   1 
Tradewinds Value Opportunities  730   677   470   604   706   582   265 
Investment Trust II
                          — 
Rittenhouse Growth  365   333   201   199   286   247   124 
Santa Barbara Dividend Growth  480   479   478   479   479   478   477 
Santa Barbara Growth  1,101   1,100   1,098   1,099   1,100   1,099   1,096 
Santa Barbara Growth Opportunities  437   436   436   436   436   436   435 
Tradewinds Global All-Cap  499   467   323   401   468   389   262 
Tradewinds International Value  2,975   2,721   1,445   1,737   2,321   2,111   1,343 
Investment Trust III
                          — 
Multi-Strategy Income  358   359   353   353   357   353   — 
High Yield  356   357   351   351   356   352   — 
Short Duration  356   357   350   351   355   351   — 
Total Compensation from Nuveen Funds Paid to Board Members
  177,099   180,111   146,018   144,759   171,879   148,510   — 

(1) For all Funds, except          , aggregate compensation numbers are based on the compensation schedule in effect prior to January 1, 2007. For          , aggregate compensation numbers are based on a combination of the compensation schedules in effect prior to and after January 1, 2007.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007.
(3) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are:

40

                             
Deferred Fees 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone 
  
 
Multistate Trust I
                                                                      
Florida Municipal $124  $215  $649  $695  $783  $421  $— 
Virginia Municipal  127   220   660   710   799   426   — 
Multistate Trust II
                            
California Municipal  112   199   581   567   713   390   — 
California Insured  99   176   512   500   631   344   — 
Connecticut Municipal  116   206   600   585   738   403   — 
New York Municipal  150   266   775   756   952   520   — 
New York Insured  134   237   688   672   849   463   — 
Multistate Trust III
                            
North Carolina Municipal  35   57   143   201   214   81   — 
Tennessee Municipal  141   245   737   790   889   477   — 
Multistate Trust IV
                            
Kentucky Municipal  195   337   1,015   1,088   1,225   658   — 
Michigan Municipal  100   172   519   557   627   336   — 
Missouri Municipal  110   190   574   615   692   372   — 
Ohio Municipal  228   394   1,187   1,273   1,433   769   — 
Municipal Trust
                            
All-American  159   275   811   865   982   524   — 
High Yield Municipal  1,761   3,021   8,923   9,614   10,889   5,684   — 
Insured Municipal  343   595   1,760   1,870   2,125   1,138   — 
Intermediate Duration  1,021   1,772   5,242   5,567   6,326   3,390   — 
Limited Term  288   500   1,479   1,567   1,782   958   — 
Investment Trust
                            
Balanced Municipal and Stock  34   74   170   174   215   108   — 
Balanced Stock and Bond  25   50   125   127   157   79   — 
Large-Cap Value  235   473   1,179   1,204   1,485   746   — 
NWQ Multi-Cap Value  508   779   2,523   2,599   3,192   1,575   — 
Tradewinds Value Opportunities  52   80   167   308   328   129   — 
Investment Trust II
                            
Rittenhouse Growth  45   69   201   199   286   125   — 
Tradewinds International Value  363   559   1,445   1,737   2,321   1,009   — 
 
 


41

Nuveen maintains a charitable matching contributions program to encourage the active support and involvement of individuals in the civic activities of their community. The Independent Board Members of the funds managed by the Adviser were eligible to participate in the charitable contributions program of Nuveen until December 31, 2006. Under the matching contributions program, Nuveen would match the personal contributions of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any calendar year.
Committees
The Board of each Trust has five standing committees: the executive committee, the audit committee, the nominating and governance committee, the dividend committee and the compliance, risk management and regulatory oversight committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as members of the executive committee of each Trust. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) and (ii) matters of an administrative or ministerial nature. The number of executive committee meetings of each Trust held during its last fiscal year is shown in Appendix L.
Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, are current members of the dividend committee of each Trust. The dividend committee is authorized to declare distributions on the Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The number of dividend committee meetings of each Trust held during its last fiscal year is shown in Appendix L.
William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone are current members of the compliance, risk management and regulatory oversight committee of each Trust. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. The number of compliance, risk management and regulatory oversight committee meetings of each Trust held during its last fiscal year is shown in Appendix L.
Each Trust’s Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members. Robert P. Bremner, Jack B. Evans, David J. Kundert, Chair and William J. Schneider are current members of the audit committee of each Trust. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, procedures and practices and the audit of the financial statements of the Funds, (2) the quality and integrity of the financial statements of the Funds and (3) the independent registered public accounting firm’s qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Funds’ independent registered public accounting firm. Based on such review, it is authorized to make recommendations to the Board. The audit committee is also responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written Audit Committee Charter.


42

A copy of the Audit Committee Charter is attached to the proxy statement as Appendix M. The number of audit committee meetings of each Trust held during its last fiscal year is shown in Appendix L.
Each Trust has a nominating and governance committee that is composed entirely of Independent Board Members of the Trusts. Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Carole E. Stone are current members of the nominating and governance committee of each Trust. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Trust’s Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards of each Trust, a copy of which is available on the Trusts’ website at www.nuveen.com/etf/products/fundGovernance.aspx. The number of nominating and governance committee meetings of each Trust held during its last fiscal year is shown in Appendix L.
The nominating and governance committee looks to many sources for recommendations of qualified candidates, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Trusts who wish to nominate a candidate to their Trust’s Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate’s education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an “interested person” (as such term is defined in the 1940 Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates,


43

which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates candidates when the candidate is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Trust have appointed Robert P. Bremner as their Lead Independent Director. The role of the Lead Independent Director is one of coordination and assuring the appropriate, effective and efficient functioning of the Board and the Board processes. Specific responsibilities may include organizing and leading Independent Board Member sessions, facilitating and ensuring an appropriate level of communication among the Independent Board Members, leading the assessment of the Board’s effectiveness, and working with the Adviser’s staff and outside counsel on board meeting agendas, board material and workshops for Independent Board Members to ensure that the priorities of the Independent Board Members are addressed.
The number of regular quarterly meetings and special meetings held by the Board of each Trust during the Trust’s last fiscal year is shown in Appendix L. During the last fiscal year, each Board Member attended 75% or more of each Trust’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of the Trusts and the number of Board Members who attended the last annual meeting of shareholders of each Trust is posted on the Funds’ website at www.nuveen.com/etf/products/fundgovernance.aspx.


44

The Officers
The following table sets forth information as of July 31, 2007 with respect to each officer of the Trusts other than Mr. Schwertfeger (who is a Board Member and is included in the table relating to nominees for the Board). Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.
Number of
Term of
Portfolios
Position(s)
Office and
in Fund
Name, Address
Held with
Length of
Principal Occupation(s)
Complex Served by
and BirthdateTrustTime Served(1)During Past 5 YearsOfficer
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)		Chief Administrative OfficerTerm: Annual Length of Service: Since 1988Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President of Nuveen Investments, LLC; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. and Symphony Asset Management LLC (since 2003); Assistant Secretary, Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC (since 2006); previously, Managing Director (from 2002-2004), General Counsel and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.176


45

Number of
Term of
Portfolios
Position(s)
Office and
in Fund
Name, Address
Held with
Length of
Principal Occupation(s)
Complex Served by
and BirthdateTrustTime Served(1)During Past 5 YearsOfficer
Julia L. Antonatos
333 West Wacker Drive
Chicago, IL 60606
(9/22/63)		Vice PresidentTerm: Annual Length of Service: Since 2004Managing Director (since 2005), formerly, Vice President, formerly, Assistant Vice President of Nuveen Investments, LLC; Chartered Financial Analyst.176
Michael T. Atkinson
333 West Wacker Drive
Chicago, IL 60606
(2/3/66)		Vice President and Assistant SecretaryTerm: Annual Length of Service: Since 2002Vice President (since 2002), formerly Assistant Vice President, formerly, Associate of Nuveen Investments, LLC.176
Alan A. Brown
333 West Wacker Drive
Chicago, IL 60606
(8/1/62)		Vice PresidentTerm: Annual Length of Service: Since 2007Executive Vice President, Mutual Funds, Nuveen Investments, LLC, (since 2005), previously, Managing Director and Chief Marketing Officer (2001-2005).57
Peter H. D’Arrigo
333 West Wacker Drive
Chicago, IL 60606
(11/28/67)		Vice President and TreasurerTerm: Annual Length of Service: Since 1999Vice President and Treasurer (since 1999) of Nuveen Investments, LLC and of Nuveen Investments, Inc.; Vice President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investments Management Company, LLC. (since 2002); Vice President and Treasurer (since 2003) of Nuveen Rittenhouse Asset Management, Inc.; and Symphony Asset Management LLC; Treasurer (since 2006), Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC; formerly, Vice President and Treasurer (from 1999 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.176

46

Number of
Term of
Portfolios
Position(s)
Office and
in Fund
Name, Address
Held with
Length of
Principal Occupation(s)
Complex Served by
and BirthdateTrustTime Served(1)During Past 5 YearsOfficer
Lorna C. Ferguson
333 West Wacker Drive
Chicago, IL 60606
(10/24/45)		Vice PresidentTerm: Annual Length of Service: Since 1998Managing Director (since 2004), formerly, Vice President of Nuveen Investments, LLC; Managing Director of Nuveen Asset Management; formerly, Managing Director (2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2)176
William M. Fitzgerald
333 West Wacker Drive
Chicago, IL 60606
(3/2/64)		Vice PresidentTerm: Annual Length of Service: Since 1995Managing Director of Nuveen Asset Management (since 2001); Vice President of Nuveen Investments Advisers Inc. (since 2002); formerly, Managing Director (from 2001 to 2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.176
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)		Vice President and ControllerTerm: Annual Length of Service: Since 1993Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 1998), formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant.176
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
(2/24/70)		Chief Compliance Officer and Vice PresidentTerm: Annual Length of Service: Since 2003Assistant Vice President and Assistant General Counsel (since 2003) of Nuveen Investments, LLC; formerly, Assistant Vice President and Assistant Secretary of the Nuveen Funds (2003-2006); previously, Associate (2001-2003) at the law firm of Vedder, Price, Kaufman & Kammholz, P.C.176
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
(3/22/63)		Vice PresidentTerm: Annual Length of Service: Since 2000Vice President of Nuveen Investments, LLC (since 2000); Certified Public Accountant.176

47

Number of
Term of
Portfolios
Position(s)
Office and
in Fund
Name, Address
Held with
Length of
Principal Occupation(s)
Complex Served by
and BirthdateTrustTime Served(1)During Past 5 YearsOfficer
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)		Vice PresidentTerm: Annual Length of Service: Since 2002Vice President of Nuveen Investments, LLC (since 1999).176
Larry W. Martin
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)		Vice President and Assistant SecretaryTerm: Annual Length of Service: Since 1988Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President, Assistant General Counsel and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003), Santa Barbara Asset Management, LLC and Tradewinds Global Investors, LLC (since 2006); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2)176

48

Number of
Term of
Portfolios
Position(s)
Office and
in Fund
Name, Address
Held with
Length of
Principal Occupation(s)
Complex Served by
and BirthdateTrustTime Served(1)During Past 5 YearsOfficer
Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
(3/26/66)		Vice President and SecretaryTerm: Annual Length of Service: Since 2007Vice President, Nuveen Investments, LLC (since 2007); Vice President and Assistant Secretary, Nuveen Asset Management (since 2007); Vice President and Assistant General Counsel, Nuveen Investments since 2007; prior thereto, Partner, Bell, Boyd & Lloyd LLP since 1997.176
John V. Miller
333 West Wacker Drive
Chicago, IL 60606
(4/10/67)		Vice PresidentTerm: Annual Length of Service: Since 2007Managing Director (since 2007), formerly, Vice President (2002-2007), prior thereto, Credit Analyst of Nuveen Asset Management and Nuveen Investments, LLC; Chartered Financial Analyst.176
John S. White
333 West Wacker Drive
Chicago, IL 60606
(5/12/67)		Vice PresidentTerm: Annual Length of Service: Since 2007Vice President (since 2006) of Nuveen Investments, LLC, formerly, Assistant Vice President (since 2002); Lieutenant Colonel (since 2007), United States Marine Corps Reserve, formerly, Major (since 2001).57
(1)Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex.
(2)Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005.
The Board of each Trust unanimously recommends that shareholders of the Funds vote FOR the election of each nominee.
4.  For Large-Cap Value, Approval of A Sub-Advisory Agreement Between NAM and HydePark Investment Strategies, LLC and A Sub-Advisory Agreement Between NAM and Symphony Asset Management LLC
Background
The Board of Investment Trust authorized a series of changes to Large-Cap Value’s investment policies. These changes are designed to provide greater diversification within the Fund, while offering the potential for improved risk adjusted returns and lower fees. Currently, ICAP serves as the Fund’s sub-adviser and focuses the Fund’s investments on large cap securities. In order to implement the investment policy changes approved by the Board, the Board approved a

49

multi-manager model for the Fund. Pursuant to this model, NAM will allocate between 25% to 40% of the Fund’s assets to each of three sub-advisers, including ICAP. Accordingly, the Board selected HydePark Investment Strategies, LLC (“HydePark”) and Symphony Asset Management LLC (“Symphony”) as additional sub-advisers (each a “New Sub-Adviser” and collectively, the “New Sub-Advisers”) for Large-Cap Value. NAM and the Board believe that HydePark and Symphony’s large-cap value investment processes offer the Fund an opportunity to diversify risk and potentially to enhance return. Like ICAP, HydePark and Symphony will invest primarily in domestic equity securities. Because the sub-advisory fees accrued by the New Sub-Advisers will be paid by NAM from the management fee it receives from the Fund, the management fee paid by shareholders will not increase if the New Sub-Advisers are added as sub-advisers. In fact, in connection with the addition of the two New Sub-Advisers, NAM has recently agreed to reduce its Fund-level fees by 0.10% at all breakpoint levels, contingent on Fund shareholder approval of the two Additional Sub-Advisory Agreements, as defined below.
The 1940 Act requires that each sub-advisory agreement between NAM and HydePark and between NAM and Symphony (each an “Additional Sub-Advisory Agreement” and collectively, the “Additional Sub-Advisory Agreements”) be approved by the Fund’s shareholders in order for them to become effective. At the July 31, 2007 Board meeting, and for the reasons discussed below (see “Board Considerations” for Additional Sub-Advisory Agreements), the Board of Investment Trust, including the Independent Board Members, unanimously approved each Additional Sub-Advisory Agreement and unanimously recommends that shareholders approve each Additional Sub-Advisory Agreement. If approved by shareholders on October 12, 2007, the Additional Sub-Advisory Agreements are anticipated to take effect on or about November 1, 2007. In the event shareholders of Large-Cap Value do not approve an Additional Sub-Advisory Agreement, NAM currently anticipates that the Fund would continue to be managed solely by the current sub-adviser. The form of the Additional Sub-Advisory Agreement is attached hereto as Appendix H.
Information about New Sub-Advisers
HydePark. HydePark specializes in the management of quantitatively-driven enhanced equity strategies for institutional investors. HydePark is an indirect wholly-owned subsidiary of Nuveen. As of June 30, 2007, HydePark managed over $400 million in assets. The principal occupation of the officers and directors of HydePark is shown in Appendix J. The business address of HydePark and each officer and director of HydePark is 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois 60604. Fee rates and net assets of other funds advised by HydePark with similar investment objectives as Large-Cap Value are shown in Appendix I.
Symphony. Symphony manages the investment portfolios of certain other Nuveen funds. Symphony specializes in the management of market neutral equity and debt strategies, long-term equity and senior loan and other debt portfolios. Symphony, a registered investment adviser, commenced operations in 1994. Symphony is an indirect wholly-owned subsidiary of Nuveen. As of June 30, 2007, Symphony managed over $10 billion in assets. The principal occupation of the officers and directors of Symphony is shown in Appendix J. The business address of Symphony and each officer and director of Symphony is 555 California Street, San Francisco, California 94104. Fee rates and net assets of other funds advised by Symphony with similar objectives as Large-Cap Value are shown in Appendix I.


50

The Additional Sub-Advisory Agreements
Below is a description of the terms of each Additional Sub-Advisory Agreement. Each Additional Sub-Advisory Agreement is a new agreement and has not previously been approved by shareholders of the Fund. If approved by shareholders of the Fund, each Additional Sub-Advisory Agreement will expire on August 1, 2008, unless continued. The Additional Sub-Advisory Agreements will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.
Advisory Services. HydePark and Symphony will furnish an investment program in respect of, will make investment decisions for and will place all orders for the purchase and sale of securities for the portion of Large-Cap Value’s investment portfolio allocated by NAM to each respective New Sub-Adviser, all on behalf of the Fund and subject to oversight of Investment Trust’s Board and NAM. Each New Sub-Adviser will monitor the Fund’s investments and will comply with the provisions of Investment Trust’s Declaration of Trust and By-Laws and the stated investment objectives, policies and restrictions of the Fund.
Fees. For its sub-advisory services, NAM will pay each respective New Sub-Adviser a portfolio management fee out of the investment management fee NAM receives from the Fund. Under the Additional Sub-Advisory Agreements, NAM will pay each New Sub-Adviser an annual fee of 0.35% based on the average daily net assets of the Fund managed by the New Sub-Adviser.
Brokerage. Each New Sub-Adviser will select the brokers or dealers that execute the purchases and sales of portfolio securities selected by the New Sub-Adviser for the Fund, subject to its obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the New Sub-Adviser.
Payment of Expenses. Each New Sub-Adviser will pay all expenses it incurs in connection with its activities under its Additional Sub-Advisory Agreement other than the cost of securities (including brokerage commissions and other related expenses) purchased for the Fund.
Limitation on Liability. Each New Sub-Adviser will not be liable for, and NAM will not take any action against a New Sub-Adviser to hold the New Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the New Sub-Adviser’s duties under its Additional Sub-Advisory Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the New Sub-Adviser in the performance of its duties under its Additional Sub-Advisory Agreement, or by reason of its reckless disregard of its obligations and duties under its Additional Sub-Advisory Agreement.
Termination. Each Additional Sub-Advisory Agreement will automatically terminate in the event of an assignment and may be terminated at any time without the payment of any penalty by NAM on sixty (60) days’ written notice to a respective New Sub-Adviser. Each Additional Sub-Advisory Agreement may also be terminated by the Fund by action of Investment Trust’s Board or by a vote of a majority of the outstanding voting securities of the Fund, accompanied by 60 days’ written notice.
Each Additional Sub-Advisory Agreement for the Fund will also be terminable at any time without the payment of any penalty, by NAM, the Board or by vote of a majority of the outstanding voting securities of the Fund in the event that it is established by a court of


51

competent jurisdiction that a New Sub-Adviser or any of its officers or directors has taken any action that results in a breach of the representations of that New Sub-Adviser set forth in that New Sub-Adviser’s Additional Sub-Advisory Agreement.
Shareholder Approval
To become effective, each Additional Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. Each Additional Sub-Advisory Agreement was approved by the Board after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above. The Board also determined to submit each Additional Sub-Advisory Agreement for consideration by the shareholders of the Fund.
The Board of Investment Trust unanimously recommends that shareholders of Large-Cap Value vote FOR approval of the Fund’s Additional Sub-Advisory Agreements.
Board Considerations for Additional Sub-Advisory Agreements
Approval of the New Sub-Advisory Agreements for Large-Cap Value
In advance of a meeting held on August 1, 2007 (the “August Meeting”), the Board of the Large-Cap Value received materials relating to the proposal to convert Large-Cap Value from a single-manager fund to a multi-manager fund, proposed changes to the investment objective and strategies of the Fund, the rationale for such changes and the proposed asset allocation among the managers. In this regard, NAM recommended that Symphony and HydePark be added as sub-advisers to Large-Cap Value. At the August Meeting, the Board Members, including the Independent Board Members of Large-Cap Value, unanimously approved the Additional Sub-Advisory Agreements between NAM and Symphony (the “Symphony Sub-Advisory Agreement”) and between NAM and HydePark (the “HydePark Sub-Advisory Agreement”) on behalf of Large-Cap Value. Symphony and HydePark are each a “New Large-Cap Value Sub-Adviser.”
The Approval Process
To assist the Board in its evaluation of the new sub-advisory contracts with the respective New Large-Cap Value Sub-Adviser, at the August Meeting and at prior meetings, the Independent Board Members received materials which outlined, among other things:
• the nature, extent and quality of services to be provided by each New Large-Cap Value Sub-Adviser;
• the organization and business operations of each New Large Cap Value Sub-Adviser;
• simulated performance information of Large-Cap Value’s modified investment strategies;
• the profitability of Nuveen (which included its wholly-owned affiliated Sub-Advisers other than HydePark, a newly acquired Sub-Adviser);


52

• the proposed reduction in management fees, including comparisons of such reduced fees with the management fees of comparable, unaffiliated funds;
• the soft dollar practices of each New Large-Cap Value Sub-Adviser, if any; and
• the expected expenses of Large-Cap Value, including comparisons of the Fund’s expected expense ratio with the expense ratios of comparable, unaffiliated funds.
At the August Meeting, NAM and HydePark made a presentation to and responded to questions from the Board. After the presentations and after reviewing the written materials, the Independent Board Members met privately with their legal counsel to review the Board’s duties under the 1940 Act as amended, and the general principles of state law in reviewing and approving advisory contracts, an advisor’s fiduciary duty with respect to advisory contracts and compensation, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties and factors to be considered by the Board in voting on advisory contracts. It is with this background that the Board Members considered the new Sub-Advisory Agreements with HydePark and Symphony. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to Large-Cap Value,the Fund, including the following: (a) the nature, extent and quality of the services to be provided by each New Large-Cap Value Sub-Adviser;the Fund Advisors; (b) certain simulated performance information of Large-Cap Valuethe Fund (as described below); (c) the profitability of Nuveen and its affiliates; (d) the extent to which economies of scale would be realized as the Fund grows; and (e) whether fee levels reflect thosethese economies of scale for the benefit of Large-Cap ValueFund investors.
A.  Nature, Extent and Quality of Services
In reviewing the New Large-Cap Value Sub-Advisers,addition, the Board met regularly throughout the year to oversee the Fund. The Board Members relied upon their knowledge resulting from their meetings and interactions with NAM in evaluating the Fund’s advisory arrangements. It is with this background that the Board considered each advisory agreement for the Fund.
A. Nature, Extent and Quality of Services
     In considering the renewal of the Advisory Agreement and approval of the R&T Sub-Advisory Agreement, the Board considered the nature, extent and quality of the respective Sub-Adviser’sFund Advisor’s services. As SymphonyIn this regard, as NAM already serves as a Sub-Adviseradviser to variousother Nuveen Funds,funds overseen by the Board, the Board has a good understanding of Symphony’sNAM’s organization, operations and personnel. In this regard, the Board Members were familiar with and have evaluated the professional experience, qualifications and credentials of Symphony’s personnel. At the AugustApril Meeting (and/or at prior meetings, with respect to Symphony), the Board Members reviewed materials outlining, among other things, each New Large-Cap Sub-Adviser’sFund Advisor’s organization and business; the types of services that the respective Sub-Advisereach Fund Advisor or its affiliates will provide to Large-Cap Valuethe Fund under the revised investment mandates; andstrategy; the experience of each New Large-Cap Value Sub-AdviserFund Advisor with respect to the revised investment strategies. Thestrategies; and the experience and credentials of each Fund Advisor’s personnel. In addition, the Independent Board Members noted that the Fund generally will invest in other Nuveen funds advised by NAM and may be sub-advised by an affiliated person of NAM. In light of the Fund having a fund-of-funds structure, the Board considered whether the services to be provided by the Advisor to the Fund are in addition to, and not duplicative of, the services provided by the advisers to the Underlying Funds under their advisory contracts. The Board further noted that NAM recommended the New Large-Cap Value Sub-AdvisersR&T and considered the basis for such recommendation. At the May Meeting, the Board has also reviewed an evaluation from NAM of Symphony which outlined, among other things, such Sub-Adviser’s organizational history, client base, product mix, investment team and any changes thereto, investment process, and performance (as applicable). Given the Trustees’ experience with Symphony with respect to other Funds it sub-advises and the discussions and materials regarding HydePark presented at and prior to the August Meeting, the Board Members considered the investment processes of each in making portfolio management decisions.
     
In addition to advisory services, the Independent Board Members considered the quality of any administrative or non-advisory services provided. With respect to each New Large-Cap Value Sub-Adviser,NAM, the Board noted that NAM and its affiliates provide the Fund with a wide variety of services and officers and other personnel as are necessary for the operations of the Fund, including, among other things: product management, fund administration, oversight of shareholder services and other fund service providers (including R&T), administration of Board relations, regulatory and portfolio compliance and legal support. With respect to R&T, the Independent Board Members noted that each respective newthe R&T Sub-Advisory Agreement was essentially an agreement for portfolio management services only and such


53

Sub-Advisers wereR&T was not expected to supply other significant administrative services to Large-Cap Value.the Fund.
     
Based on their review, the Board Members found that, overall, the nature, extent and quality of services provided and expected to be provided to Large-Cap Valuethe Fund under the SymphonyAdvisory Agreement and Sub-Advisory Agreement and HydePark Sub-Advisory Agreement, as applicable, were satisfactory.
     B. The Investment Performance of the Fund
B.  The Investment Performance of Large-Cap Value and New Large-Cap Value Sub-Advisers
     
TheAs described above, in considering the proposal to change the Fund’s investment strategy, the Independent Board Members recognized thatreviewed the changes to the investment mandates are seeking, in part, to provide greater diversification within Large-Cap Value coupled with the potential for improved risk adjusted returns. As ICAP currently serves as sub-adviser and under the new proposal, Large-Cap Value would have multi-managers, the Board Members recognized that the changes limit some of the usefulness of reviewing Large-Cap Value’sFund’s past performance record. Accordingly, the Board Members reviewed certain hypothetical performance informationThere is, however, no record of the Fund’s performance under its modified investment strategies under the multi-manager approach, including hypothetical total return information under the revised approach compared to the actual past performance for the Fund for calendar years (from December 1998 to December 2006). The Board Members are also familiar with the performance records of Symphony with respect to other Nuveen funds it advises.strategy.
     C. Fees, Expenses and Profitability
C.  Fees, Expenses and Profitability
          1. Fees and Expenses
1.  Fees and Expenses
     
In evaluating the management fees and expenses underof the multi-manager approach,Fund, the Board recognized that the overall advisory fee paid by Large-Cap Value to NAM is expected to be reduced, subject to shareholder approval of the New Large-Cap ValueSub-Advisers. More specifically, the management fee is composed of the fund-level component and complex-wide level component. Subject to shareholder approval of the new Sub-Advisory Agreements with Symphony and HydePark, the fund-level component of the management feestructure will be reduced from 0.65% of average daily net assets to 0.55% of average daily net assets of Large-Cap Value with the complex-wide fee level component remaining at a maximum rate of 0.20% ofchange significantly under the Fund’s net assets. In evaluatingnew fund-of-funds structure. With respect to the overall managementadvisory fees and expenses of the Fund, under the proposed revised schedule, the Board Members considered the proposed management fee structure, its sub-advisory fee arrangements andreviewed, among other things, the Fund’s expectedproposed advisory fees (gross management fees) and estimated total expense ratios (before and after expense reimbursements and/or waivers) in absolute terms as well as compared withcomparisons to the gross management fees (before waivers) and total expense ratios (before and after waivers) of comparable, unaffiliated funds as well as a subset of fund-of-funds peers. In addition, in reviewing the comparisons, the Board recognized the differences between the fee and expense arrangement of a fund-of-funds structure and a traditional fund format, thereby limiting some of the usefulness of the fee comparisons with that of traditional funds. In reviewing the advisory fees, the Independent Board Members also noted that NAM and R&T do not currently advise other fund-of-funds and therefore meaningful comparisons of fees assessed for similar clients were not available. In addition, the Board Members considerednoted that, in a fund-of-funds structure, the fund-level breakpoint schedule andFund will indirectly pay a portion of the complex-wide breakpoint schedule (described in further detail below) and any fee waivers and expense reimbursements providedexpenses incurred by Nuveen. In this regard, the Underlying Funds, including their advisory fees. The Independent Board Members noted that subject to shareholder approvalmany of the Additional Sub-Advisory Agreements, NuveenUnderlying Funds may be advised by NAM and sub-advised by an affiliated person of NAM. Accordingly, although the Fund’s advisory fee rate will be reduced under the new structure, NAM and affiliated sub-advisors may receive advisory fees from the Underlying Funds in which the Fund invests, and the Fund will indirectly bear its pro rata portion of these fees as well as the other expenses of the Underlying Funds. In considering the services provided by the Fund Advisors and the fee arrangements, the Board determined, however, that the fees were for services in addition to, rather than duplicative of, the services provided under any Underlying Fund’s advisory contracts. In addition to the foregoing, the Board noted that NAM has agreed to waive fees and reimburse expenses in order to preventthrough October 31, 2011 such that total fundannual net operating expenses of any class of Large-Cap Value’s shares from exceeding 0.95% of average daily net assets (excluding12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, extraordinary expenses) until October 31, 2010expenses and 1.20%fees and expenses of the Underlying Funds) do not exceed 0.34% of the average daily net assets (excluding12b-1 distributionof any class of the Fund’s shares. The Board recognized that, although this expense cap is intended to approximate the Fund’s current expense cap, as the Fund reallocates its investments among the Underlying Funds, the weighted average operating expenses of the Underlying Funds borne by the Fund may increase or decrease, which could cause the Fund’s total annual net operating expenses (including fees and service fees, interest and extraordinary expenses) thereafter.expenses of Underlying Funds) to be above or below the Fund’s current expense cap.
     With respect to Sub-Advisers,sub-advisory fees, NAM will pay the sub-advisory fees out of the management feefees it receives from Large-Cap Value.the Fund. The Independent Board Members consideredreviewed the proposed sub-advisory fees for HydePark


54

and Symphony and the pricing schedule the respective New Large-Cap Value Sub-Adviser charges for similar investment management services for other client accounts or fund sponsors.fee arrangements.
     
Based on theirits review of the fee and service information provided, including the potential reduced management fee, the Board Members determined that the proposed management fees, including sub-advisoryadvisory fees for eachthe respective New Large-Cap Value Sub-Adviser, was acceptable.Fund Advisor were reasonable.
          2. Profitability
2.  Profitability
     
In conjunction with itstheir review of fees at prior meetings, the May Meeting, theIndependent Board Members have considered the profitability of Nuveen for advisory activities (which incorporated Nuveen’s wholly-owned affiliated Sub-Advisers other than HydePark,sub-advisors, except that profitability information prior to April 30, 2007 did not include R&T as it was acquired at that time). R&T is a newly acquired Sub-Adviser). As described above atwholly-owned subsidiary of Nuveen Investments, Inc. At prior meetings, the annual review,Independent Board Members reviewed Nuveen’s revenues, expenses and profitability for advisory activities and the methodology to determine profitability. The Independent Board Members also have reviewed data comparing Nuveen’s profitability with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues, expenses and profits margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen. In considering profitability, the Trustees haveBoard recognized the inherent limitations ofin determining profitability as well as the difficulties in comparing the profitability of other unaffiliated advisers. Atadvisers, as the annualprofitability of other advisers generally is not publicly available and information that is available may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations. As noted above, the Board recognized that the proposed advisory fee paid by the Fund to NAM, which in turn pays R&T, is being reduced, although the estimated expenses borne by shareholders of the Fund are expected to increase. NAM, however, will receive advisory fees from the Underlying Funds to the extent NAM serves as investment adviser to the Underlying Funds. Similarly, affiliates of NAM may also receive sub-advisory fees to the extent they serve as sub-advisors to the Underlying Funds. However, the Independent Board Members noted that NAM estimates that the advisory fees paid to NAM by the Fund, together with the advisory fees paid to NAM attributable to the Fund’s investment in Nuveen Underlying Funds, will be lower than the Fund’s current advisory fees based on the Fund’s anticipated initial asset allocations (although this may change in the future as the Fund’s asset allocations are modified going forward). The Board also had previously received Nuveen’s 2006 Annual Report as well as its quarterly report ending September 30, 2007. Based on their review, at the May Meeting, theIndependent Board Members were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable. In their review, the Board Members also noted that while the New Large-Cap Value Sub-Advisers are wholly-owned subsidiaries of Nuveen and therefore Nuveen may retain more of its management fees through such Sub-Advisers, the management fees paid to NAM are proposed to be reduced. Taking into account the foregoing along with their prior evaluation, the Board Members were satisfied that Nuveen’s level of profitability continues to be reasonable in light of the services provided. See also “Other Considerations” below.
     
In evaluating the reasonableness of the compensation, the Board Members also considered any other revenues paid to each New Large-Cap Value Sub-Adviser and its affiliates (including NAM)the Fund Advisors as well as any indirect benefits (such as soft dollar arrangements, if any) each expectsthe Fund Advisors expect to receive that are directly attributable to itstheir management of Large-Cap Value,the Fund, if any. See Section E below for additional information.
     
D.Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base. To help ensure the shareholders share in these benefits, the Board Members have previously reviewed and considered the breakpoints in Large-Cap Value’s advisory fee schedule that reduce advisory fees depending on the Fund’s size. The fund-level breakpoint schedule will remain the same but will reflect a corresponding reduction in the management fee discussed above, subject to shareholder approval of the New Large-Cap Value Sub-Advisers. In addition to advisory fee breakpoints, the Board considered the complex-wide fee arrangement pursuant to which the fees of the funds in the Nuveen complex, including Large-Cap Value, are reduced as the assets in the fund complex reach certain levels. As noted above, the Board recently approved a modified complex-wide fee schedule that would generate additional fee savings on complex-wide assets above $80 billion. See Board Considerations, Section II, Paragraph D: “Approval of


55

the New Investment Management Agreements and New Sub-Advisory Agreements — Economies of Scale and Whether Fee Levels Reflect These Economies of Scale”Scale
     Generally, management fees for additional information regardingfunds in the Nuveen complex are comprised of a fund-level component and a complex-level component. The Independent Board Members have recognized that breakpoints are one way to share the benefits of economies of scale with investors. In August 2004 (as modified schedule.in 2007), to help ensure shareholders share in these benefits, the Board approved a complex-level fee arrangement pursuant to which the complex-level component is reduced as assets in the fund complex reach certain levels. With respect to the Fund, the advisory fee schedule does not contain fund-level breakpoints. In addition, the Fund will not be assessed a complex-level fee as this is assessed at the Nuveen Underlying Fund level. The Independent Board Members recognized, however, that the Fund will benefit from reductions in complex-level fees and fund-level fees indirectly as the complex and Nuveen Underlying Funds reach breakpoint levels and reduce the fees of the Nuveen Underlying Funds. Further, assets of the Fund invested in non-Nuveen Underlying Funds will be counted in determining the complex-level fee component of the Nuveen Underlying Funds. Based on its review, the foregoing, theIndependent Board Members had concluded that the absence of a breakpoint schedule and revised complex-widecomplex-level fee arrangement were acceptable and desirable in providing benefits from economies of scale to shareholders.was acceptable.
     E. Indirect Benefits
E.  Indirect Benefits
     
In evaluating fees, the Board Members also considered any indirect benefits or profits a New Large-Cap Value Sub-Adviserthe Fund Advisors or itstheir affiliates may receive as a result of itstheir relationship with eachthe Fund. In this regard, the Board Members considered, among other things, that an affiliate of NAM providesthe Fund Advisors will provide distribution and shareholder services to Large-Cap Valuethe Fund and therefore will therefore receive sales charges as well as distribution and shareholder servicing fees pursuant to aRule 12b-1 plan. plan with respect to certain classes of shares of the Fund.
     
In addition to the above, the Board Members considered whether each New Large-Cap Value Sub-Adviser wouldthe Fund Advisors will receive any benefits from soft dollar arrangements.arrangements whereby a portion of the commissions paid by the Fund for brokerage may be used to acquire research that may be helpful to the Fund Advisors in managing the assets of the Fund and other clients. With respect to Symphony, Symphony currentlyNAM, the Independent Board Members noted that NAM does not enter intocurrently have any soft dollar arrangements; however, it has adoptedto the extent certain bona fide agency transactions that occur on markets that traditionally trade on a soft dollar policy in the event it does so in the future.principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with applicable safe harbor provisions. With respect to HydePark, HydePark may benefit from soft-dollar arrangements pursuant to which HydePark may receive research from brokers that execute Large-Cap Value’s portfolio transactions, butR&T, the Independent Board Members concludednoted that HydePark’s expected level ofR&T does not currently have any soft dollar usage and any corresponding benefits were reasonable.arrangements.
     
F.  F. ConclusionOther Considerations
In addition to the above, the Board Members recognized that the modifications in the Funds’ investment strategies would result in changes to the Large-Cap Value’s portfolio management. As noted above, the Board Members considered the Sub-Advisers’ experience in light of the Large-Cap Value’s new investment mandates.     The Board Members also recognized that Symphony and HydePark are affiliated with Nuveen and will be managing a portion of the assets that were formerly managed solely by a Sub-Adviser unaffiliated with Nuveen. As Nuveen pays the Sub-Advisers out of the management fee it receives from Large-Cap Value, the Board Members recognized that Nuveen may be retaining more of the management fees through its affiliated Sub-Advisers; however, as noted above, the management fee to NAM is expected to be reduced if shareholders approve the New Large-Cap Value Sub-Advisers.
G.  Conclusion
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board, Members, including a majority of the Independent Board Members, concluded that the terms of the Symphony Sub-AdvisoryAdvisory Agreement and HydePark Sub-Advisory Agreement were fair and reasonable, that the respective New Large-Cap Value Sub-Adviser’sFund Advisor’s fees are reasonable in light of the services provided to Large-Cap Value,the Fund, and that the agreementsAdvisory Agreement be renewed and the R&T Sub-Advisory Agreement be approved, and the Board recommended that shareholders approve such Additionalthe R&T Sub-Advisory Agreements.Agreement.


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5.2.  For Large-Cap Value, Approval of a Changechange to the Fund’s Investment Objectiveinvestment objective.
 
As discussed above, in proposal 4,to reflect the proposed change to the Fund’s investment strategy, the Board of Investment Trust authorized a series of changes to Large-Cap Value’s investment policies. Included among such changes ishas approved a change to the Fund’s investment objective. The Fund’s investment objective is proposed to be changed as follows:
 
   
Current Investment Objective Proposed Investment Objective
 
 
to provide over time a superioran attractive total return from a diversified portfolio consisting primarily of equity securities, of domestic companies with market capitalization of at least $500 milliontaxable fixed-income securities and cash equivalents by emphasizing capital appreciation in favorable markets and capital preservation in adverse markets to provide investorsattractive long-term capital appreciationtotal return with a moderate risk profile
 
The Fund’s investment objective is “fundamental,” which means that the change must be approved by the Fund’s shareholders in order for it to become effective. To implement the investment-related proposals discussed above, theThe Board of Investment Trusthas unanimously approved, the change to the Fund’s investment objective. This change in investment objective is designed to be more succinct than the current investment objective and to broaden the mandate to be pursued by the sub-advisers as a whole. The Board unanimously recommends that shareholders approve, suchthe investment objective change. If approved by shareholders, on October 12, 2007, the change in investment objective for the Fund will take effect on or about NovemberAugust 1, 2007.2008. In the event shareholders of the Fund do not approve the change, the existing investment strategy, objective and diversification policy of the Fund will remain in place and the Board will take such actionactions as it deems to be in the best interests of the Fund and its shareholders.Fund.
 
Shareholder Approval
To become effective, the change in investment objective must be approved by a vote of a majority of the outstanding voting securities of a Fund, with all classes voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. The change in the Fund’s investment objective was approved by the Board after consideration of all factors which it determined to be relevant to its deliberations. The Board also determined to submit the investment objective change for consideration by the shareholders of the Fund.
 
The Board of Investment Trust unanimously recommends that shareholders of Large-Cap Valuethe Fund vote FOR approval of the change in the Fund’s investment objective.


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6.3.  RatificationApproval of Independent Registered Public Accounting Firma change to the Fund’s diversification policy.
 
The Independent Board Members of each Trust’s Board have unanimously selected PricewaterhouseCoopers LLP (“PWC”)As described above, as the independent registered public accounting firm to audit the books and records of each Fund for each Fund’s current fiscal year. The selectionpart of the independent registered public accounting firm of each Fund is being submittedchanges to the shareholders for ratification, which requiresFund’s investment strategy, the affirmative voteFund will be converted into a fund-of-funds investing substantially all of its assets in other Nuveen mutual funds and unaffiliated exchange-traded funds. In order to allow the Fund to operate as a majorityfund-of-funds, the Board approved changes to the Fund’s fundamental investment policy regarding diversification as follows:
Current Policy
With respect to 75% of its total assets, the Fund may not purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereof) if, as a result, (i) more than 5% of the sharesFund’s total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
Revised Policy
With respect to 75% of its total assets, the Fund may not purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereofor securities issued by other investment companies) if, as a result, (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. (emphasis added)
Under the revised policy, the Fund would still be classified as a diversified series of an open-end management investment company as defined in the 1940 Act, but would be allowed to invest in securities issued by other mutual funds to the extent allowed by applicable law. Because the Fund’s investment policy regarding diversification is a fundamental investment policy, it can only be modified with shareholder approval.
The Board has unanimously approved, and unanimously recommends that shareholders approve the change to the Fund’s diversification policy. If approved by shareholders, the change to the Fund’s diversification policy will take effect on or about August 1, 2008. In the event shareholders do not approve the change, the existing investment strategy, objective and diversification policy of the Fund presentwill remain in place and entitledthe Board will take such actions as it deems to vote on the matter. A representative of PWC will be present at the Meeting to make a statement, if such representative so desires, and to respond to shareholders’ questions. PWC has informed each applicable Fund that it has no direct or indirect material financial interest in the Funds, Nuveen,best interests of the Adviser or any otherFund.
The change to the Fund’s fundamental investment company sponsoredpolicy regarding diversification was approved by Nuveen.the Board after consideration of all factors which it determined to be relevant to its deliberations. The Board also determined to submit the change to the Fund’s diversification policy for consideration by the shareholders of the Fund.
The Board unanimously recommends that shareholders of the Fund vote FOR approval of the change to the Fund’s diversification policy.


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Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund, including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
                                                             
  
  Audit Fees(1)  Audit Related Fees  Tax Fees(2)  All Other Fees    
        Adviser and
     Adviser and
     Adviser and
    
  Fund  Fund  Adviser Entities  Fund  Adviser Entities  Fund  Adviser Entities    
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
    
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
    
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
    
  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007    
  
 
Multistate Trust I
                                                            
Arizona Municipal $8,541  $8,850  $0  $0  $0  $0  $1,073  $397  $2,450  $0  $0  $0  $0  $0     
Colorado Municipal  7,434   7,938   0   0   0   0   994   198   2,450   0   0   0   0   0     
Florida Municipal  13,201   13,073   0   0   0   0   1,387   1,341   2,450   0   0   0   0   0     
Maryland Municipal  9,178   10,048   0   0   0   0   1,092   574   2,450   0   0   0   0   0     
New Mexico Municipal  7,767   8,270   0   0   0   0   1,008   262   2,450   0   0   0   0   0     
Pennsylvania Municipal  10,228   11,333   0   0   0   0   1,160   869   2,450   0   0   0   0   0     
Virginia Municipal  12,686   13,696   0   0   0   0   1,283   1,362   2,450   0   0   0   0   0     
Total for Multistate Trust I
  69,035   73,208   0   0   0   0   7,997   5,003   17,150   0   0   0   0   0     
Multistate Trust II
                                                            
California Municipal  12,368   12,425   0   0   0   0   1,315   1,288   2,450   0   0   0   0   0     
California High Yield  N/A   8,692   0   0   0   0   0   47   2,450   0   0   0   0   0     
California Insured  12,174   12,073   0   0   0   0   1,304   1,106   2,450   0   0   0   0   0     
Connecticut Municipal  12,874   12,912   0   0   0   0   1,346   1,322   2,450   0   0   0   0   0     
Massachusetts Municipal  9,150   9,824   0   0   0   0   1,101   782   2,450   0   0   0   0   0     
Massachusetts Insured  8,288   8,436   0   0   0   0   1,060   378   2,450   0   0   0   0   0     
New Jersey Municipal  10,126   10,279   0   0   0   0   1,176   852   2,450   0   0   0   0   0     
New York Municipal  14,066   14,644   0   0   0   0   1,427   1,720   2,450   0   0   0   0   0     
New York Insured  14,571   14,037   0   0   0   0   1,453   1,484   2,450   0   0   0   0   0     
Total for Multistate Trust II
  93,617   103,322   0   0   0   0   10,182   8,979   22,050   0   0   0   0   0     
Multistate Trust III
                                                            
Georgia Municipal  10,113   11,540   0   0   0   0   1,161   876   2,450   0   0   0   0   0     
Louisiana Municipal  8,605   8,991   0   0   0   0   1,097   423   2,450   0   0   0   0   0     
North Carolina Municipal  11,577   13,613   0   0   0   0   1,249   1,208   2,450   0   0   0   0   0     
Tennessee Municipal  14,007   13,990   0   0   0   0   1,416   1,512   2,450   0   0   0   0   0     
Total for Multistate Trust III
  44,302   48,134   0   0   0   0   4,923   4,019   9,800   0   0   0   0   0     
Multistate Trust IV
                                                            
Kansas Municipal  9,450   9,742   0   0   0   0   1,116   588   2,450   0   0   0   0   0     
Kentucky Municipal  17,007   16,612   0   0   0   0   1,629   2,094   2,450   0   0   0   0   0     
Michigan Municipal  11,888   11,964   0   0   0   0   1,295   1,066   2,450   0   0   0   0   0     
Missouri Municipal  12,281   12,452   0   0   0   0   1,307   1,184   2,450   0   0   0   0   0     
Ohio Municipal  18,770   18,330   0   0   0   0   1,739   2,437   2,450   0   0   0   0   0     
Wisconsin Municipal  7,515   8,073   0   0   0   0   998   212   2,450   0   0   0   0   0     
Total for Multistate Trust IV
  76,911   77,173   0   0   0   0   8,084   7,581   14,700   0   0   0   0   0     


59

                                                             
  
  Audit Fees(1)  Audit Related Fees  Tax Fees(2)  All Other Fees    
        Adviser and
     Adviser and
     Adviser and
    
  Fund  Fund  Adviser Entities  Fund  Adviser Entities  Fund  Adviser Entities    
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
    
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
    
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
    
  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007  2006  2007    
  
 
Municipal Trust
                                                            
All-American  14,526   15,267   0   0   0   0   2,837   1,739   2,450   0   0   0   0   0     
High Yield Municipal  70,168   118,029   0   0   0   0   6,526   19,181   2,450   0   0   0   0   0     
Insured Municipal  25,462   24,294   0   0   0   0   5,892   3,753   2,450   0   0   0   0   0     
Intermediate Duration  62,371   58,049   0   0   0   0   15,764   11,174   2,450   0   0   0   0   0     
Limited Term  23,594   20,934   0   0   0   0   5,631   3,149   2,450   0   0   0   0   0     
Total for Municipal Trust
  196,121   236,573   0   0   0   0   36,650   38,996   12,250   0   0   0   0   0     
Investment Trust
                                                            
Balanced Municipal and Stock  8,258   8,210   0   0   0   0   932   348   2,450   0   0   0   0   0     
Balanced Stock and Bond  7,434   7,506   0   0   0   0   932   262   2,450   0   0   0   0   0     
Large-Cap Value  25,178   24,408   0   0   0   0   932   2,475   2,450   0   0   0   0   0     
Global Value  5,490   6,230   0   0   0   0   1,319   70   2,450   0   0   0   0   0     
NWQ Large-Cap Value  N/A   5,629   N/A   0   N/A   0   N/A   0   N/A   0   N/A   0   N/A   0     
NWQ Multi-Cap Value  34,314   53,292   0   0   0   0   932   5,447   2,450   0   0   0   0   0     
NWQ Small-Cap Value  5,864   12,222   0   0   0   0   1,703   423   2,450   0   0   0   0   0     
NWQ Small/Mid-Cap Value  N/A   5,664   N/A   0   N/A   0   N/A   0   N/A   0   N/A   0   N/A   0     
Tradewinds Value Opportunities  7,045   18,475   0   0   0   0   2,123   1,051   2,450   0   0   0   0   0     
Total for Investment Trust
  93,583   141,636   0   0   0   0   8,873   10,076   17,150   0   0   0   0   0     
Investment Trust II
                                                            
Rittenhouse Growth  11,137   9,678   0   0   0   0   1,382   587   2,450   0   0   0   0   0     
Santa Barbara Dividend Growth  2,665   5,602   0   0   0   0   0   5   2,450   0   0   0   0   0     
Santa Barbara Growth  2,665   5,683   0   0   0   0   0   9   2,450   0   0   0   0   0     
Santa Barbara Growth Opportunities  2,626   5,592   0   0   0   0   0   5   2,450   0   0   0   0   0     
Tradewinds Global All-Cap  2,626   12,178   0   0   0   0   0   493   2,450   0   0   0   0   0     
Tradewinds International Value  23,292   43,343   0   0   0   0   1,382   3,830   2,450   0   0   0   0   0     
Total for Investment Trust II
  45,011   82,076   0   0   0   0   2,764   4,929   14,700   0   0   0   0   0     

(1) III.  “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” represents amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to $127,400 in 2006. Beginning with Fund fiscal years ended August 31, 2006, PricewaterhouseCoopers, LLP will no longer prepare the Fund tax returns.ADDITIONAL INFORMATION

60

                                                         
  
  Audit Fees(1)  Audit Related Fees  Tax Fees(2)  All Other Fees 
        Adviser and
     Adviser and
     Adviser and
 
  Fund  Fund  Adviser Entities  Fund  Adviser Entities  Fund  Adviser Entities 
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
 
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
 
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
 
  2005  2006  2005  2006  2005  2006  2005  2006  2005  2006  2005  2006  2005  2006 
  
 
Investment Trust III
                                                        
Multi-Strategy Income  18,385   25,107   0   0   0   0   0   932   2,250   2,450   0   0   0   0 
High Yield  18,509   25,096   0   0   0   0   0   932   2,250   2,450   0   0   0   0 
Short Duration  18,445   25,100   0   0   0   0   0   932   2,250   2,450   0   0   0   0 
Total for Investment Trust III
  55,339   75,303   0   0   0   0   0   2,796   6,750   7,350   0   0   0   0 

(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” represents amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to $127,400 in 2006. Beginning with Fund fiscal years ended August 31, 2006, PricewaterhouseCoopers, LLP will no longer prepare the Fund tax returns.


61

Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered public accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.
                                 
  
     Total Non-Audit Fees Billed to
       
     Adviser and Adviser Entities
       
     (Engagements Related Directly
  Total Non-Audit Fees Billed to
    
  Total Non-Audit
  to the Operations and
  Adviser and Adviser Entities
    
  Fees Billed to Fund  Financial Reporting of Fund)  (All Other Engagements)  Total 
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
 
Fund Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007 
  
 
Multistate Trust I
                                
Arizona Municipal $1,073  $397  $2,450  $0  $0  $0  $3,523  $397 
Colorado Municipal  994   198   2,450   0   0   0   3,444   198 
Florida Municipal  1,387   1,341   2,450   0   0   0   3,837   1,341 
Maryland Municipal  1,092   574   2,450   0   0   0   3,542   574 
New Mexico Municipal  1,008   262   2,450   0   0   0   3,458   262 
Pennsylvania Municipal  1,160   869   2,450   0   0   0   3,610   869 
Virginia Municipal  1,283   1,362   2,450   0   0   0   3,733   1,362 
Total for Multistate Trust I
  7,997   5,003   17,150   0   0   0   25,147   5,003 
Multistate Trust II
                                
California Municipal  1,315   1,288   2,450   0   0   0   3,765   1,288 
California High Yield  0   47   2,450   0   0   0   2,450   47 
California Insured  1,304   1,106   2,450   0   0   0   3,754   1,106 
Connecticut Municipal  1,346   1,322   2,450   0   0   0   3,796   1,322 
Massachusetts Municipal  1,101   782   2,450   0   0   0   3,551   782 
Massachusetts Insured  1,060   378   2,450   0   0   0   3,510   378 
New Jersey Municipal  1,176   852   2,450   0   0   0   3,626   852 
New York Municipal  1,427   1,720   2,450   0   0   0   3,877   1,720 
New York Insured  1,453   1,484   2,450   0   0   0   3,903   1,484 
Total for Multistate Trust II
  10,182   8,979   22,050   0   0   0   32,232   8,979 


62

                                 
  
     Total Non-Audit Fees Billed to
       
     Adviser and Adviser Entities
       
     (Engagements Related Directly
  Total Non-Audit Fees Billed to
    
  Total Non-Audit
  to the Operations and
  Adviser and Adviser Entities
    
  Fees Billed to Fund  Financial Reporting of Fund)  (All Other Engagements)  Total 
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
 
Fund Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007 
  
 
Multistate Trust III
                                
Georgia Municipal  1,161   876   2,450   0   0   0   3,611   876 
Louisiana Municipal  1,097   423   2,450   0   0   0   3,547   423 
North Carolina Municipal  1,249   1,208   2,450   0   0   0   3,699   1,208 
Tennessee Municipal  1,416   1,512   2,450   0   0   0   3,866   1,512 
Total for Multistate Trust III
  4,923   4,019   9,800   0   0   0   14,723   4,019 
Multistate Trust IV
                                
Kansas Municipal  1,116   588   2,450   0   0   0   3,566   588 
Kentucky Municipal  1,629   2,094   2,450   0   0   0   4,079   2,094 
Michigan Municipal  1,295   1,066   2,450   0   0   0   3,745   1,066 
Missouri Municipal  1,307   1,184   2,450   0   0   0   3,757   1,184 
Ohio Municipal  1,739   2,437   2,450   0   0   0   4,189   2,437 
Wisconsin Municipal  998   212   2,450   0   0   0   3,448   212 
Total for Multistate Trust IV
  8,084   7,581   14,700   0   0   0   22,784   7,581 
Municipal Trust
                                
All-American  2,837   1,739   2,450   0   0   0   5,287   1,739 
High Yield Municipal  6,526   19,181   2,450   0   0   0   8,976   19,181 
Insured Municipal  5,892   3,753   2,450   0   0   0   8,342   3,753 
Intermediate Duration  15,764   11,174   2,450   0   0   0   18,214   11,174 
Limited Term  5,631   3,149   2,450   0   0   0   8,081   3,149 
Total for Municipal Trust
  36,650   38,996   12,250   0   0   0   48,900   38,996 


63

                                 
  
     Total Non-Audit Fees Billed to
       
     Adviser and Adviser Entities
       
     (Engagements Related Directly
  Total Non-Audit Fees Billed to
    
  Total Non-Audit
  to the Operations and
  Adviser and Adviser Entities
    
  Fees Billed to Fund  Financial Reporting of Fund)  (All Other Engagements)  Total 
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
 
Fund Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007  Ended 2006  Ended 2007 
  
 
Investment Trust
                                
Balanced Municipal and Stock  932   348   2,450   0   0   0   3,382   348 
Balanced Stock and Bond  932   262   2,450   0   0   0   3,382   262 
Large-Cap Value  932   2,475   2,450   0   0   0   3,382   2,475 
Global Value  1,319   70   2,450   0   0   0   3,769   70 
NWQ Large-Cap Value  N/A   0   N/A   0   0   0   N/A   0 
NWQ Multi-Cap Value  932   5,447   2,450   0   0   0   3,382   5,447 
NWQ Small-Cap Value  1,703   423   2,450   0   0   0   4,153   423 
NWQ Small/Mid-Cap Value  N/A   0   N/A   0   0   0   N/A   0 
Tradewinds Value Opportunities  2,123   1,051   2,450   0   0   0   4,574   1,051 
Total for Investment Trust
  8,873   10,076   17,150   0   0   0   26,024   10,076 
Investment Trust II
                                
Rittenhouse Growth  1,382   587   2,450   0   0   0   3,832   587 
Santa Barbara Dividend Growth  0   5   2,450   0   0   0   0   5 
Santa Barbara Growth  0   9   2,450   0   0   0   0   9 
Santa Barbara Growth Opportunities  0   5   2,450   0   0   0   0   5 
Tradewinds Global All-Cap  0   493   2,450   0   0   0   0   493 
Tradewinds International Value  1,382   3,830   2,450   0   0   0   3,832   3,830 
Total for Investment Trust II
  2,764   4,929   14,700   0   0   0   7,664   4,929 


64

                                 
  
     Total Non-Audit Fees Billed to
       
     Adviser and Adviser Entities
       
     (Engagements Related Directly
  Total Non-Audit Fees Billed to
    
  Total Non-Audit
  to the Operations and
  Adviser and Adviser Entities
    
  Fees Billed to Fund  Financial Reporting of Fund)  (All Other Engagements)  Total 
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
 
Fund Ended 2005  Ended 2006  Ended 2005  Ended 2006  Ended 2005  Ended 2006  Ended 2005  Ended 2006 
  
 
Investment Trust III
                                
Multi-Strategy Income  0   932   2,250   2,450   0   0   2,250   3,382 
High Yield  0   932   2,250   2,450   0   0   2,250   3,382 
Short Duration  0   932   2,250   2,450   0   0   2,250   3,382 
Total for Investment Trust III
  0   2,796   6,750   7,350   0   0   6,750   10,146 


65

Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000.
For engagements with each Fund’s independent registered public accounting firm entered into on or after May 6, 2003, the audit committee approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) ofRegulation S-X.
The Board of each Trust unanimously recommends that shareholders of the Funds vote FOR ratification of the selection of the independent registered public accounting firm.
 
Additional Information About NAM
 
NAM, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for the Fund. NAM is a wholly-owned subsidiary of Nuveen. Nuveen is a wholly-owned subsidiary of Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City acquired Nuveen on November 13, 2007 (the “Transaction”). Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity Group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank.
As a result of the Transaction, the outstanding options of Timothy Schwertfeger, Chairman of the Board of Trustees of the Trust, to acquire shares of Nuveen common stock under various Nuveen stock option plans were cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans became fully vested and were converted into the right to receive a cash payment. Without regard to any deductions for withholding taxes, his options and restricted stock were valued at $118,621,561.61 and $29,405,661.18, respectively. In addition, Mr. Schwertfeger exchanged 251,991 shares of Nuveen stock valued at $      for interests in Windy City Investments Holdings, L.L.C., the parent company of Windy City.
Information about the Underwriter
 
Nuveen Investments, LLC (the “Underwriter”), located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the principal underwriter for eachthe Fund. The underwriterUnderwriter is a wholly-owned subsidiary of Nuveen. The Fund paid the Underwriter $      for its services to the Fund during the fiscal year ended June 30, 2007. The Underwriter will continue to provide services to the Fund after the R&T Sub-Advisory Agreement is approved.
Beneficial Ownership
On          , 2008, Board Members and executive officers as a group beneficially owned           shares of all funds managed by NAM (includes deferred units and shares held by the executive officers in Nuveen’s 401(k)/profit sharing plan). Each Board Member’s individual beneficial shareholdings of the Fund constitutes less than 1% of the outstanding shares of the Fund. As of          , 2008, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of the Fund. As of          , 2008, no shareholder beneficially owned more than 5% of any class of shares of the Fund, except as stated in Appendix D.
 
Shareholder Proposals
 
The TrustsTrust generally dodoes not hold annual shareholders’ meetings, but will hold special meetings as required or deemed desirable. Because eachthe Trust does not hold regular shareholders’ meetings, the anticipated date of the next special shareholders’ meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting of athe Trust should send their written proposal to the Trust


12

at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a reasonable time before athe Trust begins to print and mail its proxy materials for the meeting.
 
Shareholder Communications
 
Shareholders who want to communicate with the Board or any individual Board Member should write theirthe Fund to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder, and identify the Fund (or Funds).Fund. If the communication is intended


66

for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chair of the nominating and governance committee of the Board and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
 
Expenses of Proxy Solicitation
 
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid 90% by Nuveen and 10%one-half by the Funds (allocated amongFund and one-half by NAM if all the Funds based on relative net assets), except thatproposals are approved and the expenses for Large-Cap Valuenew investment strategy is implemented. If any proposal is not approved, the new investment strategy will not be paid 50% by Nuveenimplemented and 50% by Large-Cap Value.NAM will pay the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies. Solicitation may be made by letter or telephone by officers or employees of NuveenNAM or the Adviser,its affiliates, or by dealers and their representatives. The Funds haveFund has engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $12,000 per Fund$2,500 plus reasonable expenses, which costs will be borne by Nuveen except to the extent that the solicitation pertains to proposals 3 to 6.expenses.
 
Fiscal Year
 
The last fiscal year end for each of the Funds is as follows: September 30, 2006 for all Funds in Investment Trust III; February 28, 2007 for all Funds in Multistate Trust II; April 30, 2007 for all Funds in Municipal Trust; May 31, 2007 for all Funds in Multistate Trust I, Multistate Trust III and Multistate Trust IV;Fund was June 30, 2007 for all Funds in Investment Trust; and July 31, 2007 for all Funds in Investment Trust II.2007.
 
Annual Report Delivery
 
Annual reports will be sent to shareholders of record of eachthe Fund approximately 60 days following the end of each Fund’s fiscal year end. EachThe Fund will furnish, without charge, a copy of its annual reportand/or semi-annual report as available upon request. Such written or oral requests should be directed to suchthe Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling1-800-257-8787.(800) 257-8787.
Householding
 
Please note that only one annual report or proxy statement may be delivered to two or more shareholders of athe Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as toon how to request a separate copy of such documents or as toon how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.


13

General
 
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings.Meeting. However, if other matters are properly presented to the MeetingsMeeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
 
A list of shareholders entitled to be present and to vote at eachthe Meeting will be available at the offices of the Funds,Fund, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meetings.Meeting.


67

Failure of a quorum to be present at anythe Meeting will necessitate adjournment and will subject thatthe Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of anythe Meeting to permit further solicitation of proxies with respect to thea proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund’sthe Trust’s By-Laws, an adjournment of a meetingthe Meeting for the Fund requires the affirmative vote of a majority of the shares of the Fund present in person or represented by proxy at the meeting.Meeting.
 
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
 
Kevin J. McCarthy
Vice President and Secretary
May   , 20072008


6814

 

 
Appendix A
 
Beneficial OwnershipInformation on the Underlying Funds
The following table lists the dollar range of equity securities beneficially owned by each Board Member in each Fund and in all Nuveen funds overseen by the Board Member as of December 31, 2006.
                 
Dollar Range of Equity Securities(1)
Multistate Trust I
  Arizona
 Colorado
 Florida
 Maryland
 New Mexico
 Pennsylvania
 Virginia
  
Board Member Nominees Municipal Municipal Municipal Municipal Municipal Municipal Municipal  
 
 
Nominees who are not interested persons of the Fund              
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0  
Jack B. Evans $0 $0 $0 $0 $0 $0 $0  
William C. Hunter $0 $0 $0 $0 $0 $0 $0  
David J. Kundert $0 $0 $0 $0 $0 $0 $0  
William J. Schneider $0 $0 $0 $0 $0 $0 $0  
Judith M. Stockdale $0 $0 $0 $0 $0 $0 $0  
Carole E. Stone(2)
 $0 $0 $0 $0 $0 $0 $0  
Nominee who is an interested person of the Fund              
Timothy R. Schwertfeger $0 $0 $0 $0 $0 $0 $0  
 
 
 
(1) FundThe amounts reflect the aggregate dollar range of equity securitiesUnderlying Funds Investment Objective and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.Principal Investment Strategy
 
(2) 
In December 2006, Ms. Stone was appointedNuveen NWQ Large-Cap Value FundThe investment objective of the fund is to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any sharesseek to provide investors with long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell® 1000 Index.
Nuveen Funds priorSymphony Large-Cap Growth FundThe investment objective of the fund is to her being appointed asseek long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell® 1000 Growth Index.
Nuveen Tradewinds Value Opportunities FundThe investment objective of the fund is to seek to provide investors with long-term capital appreciation. The fund’s net assets will be invested in equity securities of companies with varying market capitalizations, and may include small-, mid- and large-capitalization companies.
Nuveen Santa Barbara Growth FundThe investment objective of the fund is to seek long-term capital appreciation. Under normal market conditions, the fund will generally invest in equity securities of companies with mid- to large-sized market capitalizations at the time of purchase. For this fund, companies with mid- to large-sized market capitalizations fall within the range of the largest and smallest companies in the Russell® 1000 Index.
Nuveen Rittenhouse Growth FundThe investment objective of the fund is to provide long-term growth of capital by investing in a Board Member.diversified portfolio consisting primarily of equity securities traded in U.S. securities markets of large-capitalization companies that have a history of consistent earnings and dividend growth. The fund ordinarily will invest at least 65% of its total assets in the equity securities of high quality companies — those large-capitalization companies with a high financial strength rating and a history of consistent and predictable earnings growth.
Nuveen U.S. Equity Risk Control FundThe investment objective of the fund is to provide capital appreciation and risk control for the equity portion of the Nuveen Conservative Allocation Fund, Nuveen Allocation Fund and Nuveen Growth Allocation Fund. Under normal market conditions, at least 80% of the fund’s net assets will be invested in U.S. equity securities.


A-1

 

                   
Dollar Range of Equity Securities(1)
Multistate Trust II
  California
 California
 California
 Connecticut
 Massachusetts
 Massachusetts
 New Jersey
 New York
 New York
Board Member Nominees Municipal High Yield Insured Municipal Municipal Insured Municipal Municipal Insured
 
 
Nominees who are not interested persons of the Fund
              
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $0 $0 $0 $0 $0
Carole E. Stone(2)
 $0 $0 $0 $0 $0 $0 $0 $0 $0
Nominee who is an interested person of the Fund
              
Timothy R. Schwertfeger $ $ $ $ $ $ $ $ $
 
 

(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
 
(2) FundIn December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-2

         
Dollar Range of Equity Securities(1)
Multistate Trust III
        Tennessee
  Georgia
 Louisiana
 North Carolina
 Municipal
Board Member Nominees Municipal Municipal Municipal Funds
 
 
Nominees who are not interested persons of the Fund
        
Robert P. Bremner $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0
Carole E. Stone(2)
 $0 $0 $0 $0
Nominee who is an interested person of the Fund
        
Timothy R. Schwertfeger $0 $0 $0 $0
 
 
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
 
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of NuveenUnderlying Funds prior to her being appointed as a Board Member.


A-3

             
Dollar Range of Equity Securities(1)
Multistate Trust IV
Board Member
 Kansas
 Kentucky
 Michigan
 Missouri
 Ohio
 Wisconsin
Nominees Municipal Municipal Municipal Municipal Municipal Municipal
 
 
Nominees who are not interested persons of the Fund
            
Robert P. Bremner $0 $0 $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $0 $0
Carole E. Stone(2)
 $0 $0 $0 $0 $0 $0
Nominee who is an interested person of the Fund
            
Timothy R. Schwertfeger $0 $0 $0 $0 $0 $0
 
 
(1) The amounts reflect the aggregate dollar range of equity securitiesInvestment Objective and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-4

           
Dollar Range of Equity Securities(1)
Municipal Trust
Board Member
   High Yield
 Insured
 Intermediate
 Limited
Nominees All-American Municipal Municipal Duration Term
 
 
Nominees who are not interested persons of the Fund
          
Robert P. Bremner $1 - $10,000 $0 $0 $1 - $10,000 $0
Jack B. Evans $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $0
Carole E. Stone(2)
 $0 $0 $0 $0 $0
Nominee who is an interested person of the Fund
          
Timothy R. Schwertfeger $0 Over $100,000 $0 Over $100,000 $0
 
 
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-5

                   
Dollar Range of Equity Securities(1)
Investment Trust
Board Member
 Balanced Municipal
 Balanced Stock
 Large-Cap
   NWQ
 NWQ
 NWQ
 NWQ
 Tradewinds Value
Nominees and Stock and Bond Value Global Value Large-Cap Value Multi-Cap Value Small-Cap Value Small/Mid-Cap Value Opportunities
 
 
Nominees who are not interested persons of the Fund
                  
Robert P. Bremner $0 $0 $10,001-
$50,000		 $0 $0 $10,001-
$50,000		 $0 $0 $0
Jack B. Evans $0 $10,001-
$50,000		 Over
$100,000		 $0 $0 $50,001-
$100,000		 $0 $0 $0
William C. Hunter $0 Over
$100,000		 $0 $0 $0 Over
$100,000		 $10,001-
$50,000		 $0 $0
David J. Kundert $0 $0 $0 $0 $0 Over
$100,000		 $0 $0 $0
William J. Schneider $0 $0 Over
$100,000		 Over
$100,000		 $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $50,001-
$100,000		 $50,001-
$100,000		 $0 $10,001-
$50,000		 $10,001-
$50,000		 $0 $10,001-
$50,000
Carole E. Stone(2)
 $0 $0 $0 $0 $0 $0 $0 $0 $0
Nominee who is an interested person of the Fund
                  
Timothy R. Schwertfeger $0 $0 Over
$100,000		 $0 $0 Over
$100,000		 $0 $0 Over
$100,000
 
 
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-6

             
Dollar Range of Equity Securities(1)
Investment Trust II
    Santa Barbara
   Santa Barbara
 Tradewinds
 Tradewinds
  Rittenhouse
 Dividend
 Santa Barbara
 Growth
 Global
 International
Board Member Nominees Growth Growth Growth Opportunities All-Cap Value
 
 
Nominees who are not interested persons of the Fund          
Robert P. Bremner $1-
$10,000		 $0 $0 $0 $0 $10,001-
$50,000
Jack B. Evans Over
$100,000		 $0 $0 $0 $0 Over
$100,000
William C. Hunter $0 $0 $0 $0 $0 Over
$100,000
David J. Kundert $0 $0 $0 $0 $0 $0
William J. Schneider $50,001-
$100,000		 $0 $0 $0 $0 $0
Judith M. Stockdale $10,001-
$50,000		 $0 $0 $0 $0 $10,001-
$50,000
Carole E. Stone(2)
 $0 $0 $0 $0 $0 $0
Nominee who is an interested person of the Fund          
Timothy R. Schwertfeger Over
$100,000		 $0 $0 $0 $0 Over
$100,000
 
 
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-7

         
Dollar Range of Equity Securities(1)
  Investment Trust III  
        Aggregate
        Dollar Range
        of Equity
        Securities in
        All Registered
        Investment
        Companies
        Overseen by
        Board Member
        Nominees in
        Family of
Board Member
       Investment
Nominees Multi-Strategy Income High Yield Short Duration Companies
 
 
Nominees who are not interested persons of the Fund
        
Robert P. Bremner $0 $0 $0 Over $100,000
Jack B. Evans $0 $0 $0 Over $100,000
William C. Hunter $0 $0 $0 Over $100,000
David J. Kundert $0 $0 $0 Over $100,000
William J. Schneider $0 $0 $0 Over $100,000
Judith M. Stockdale $0 $0 $0 Over $100,000
Carole E. Stone(2)
 $0 $0 $0 $0
Nominee who is an interested person of the Fund
        
Timothy R. Schwertfeger $0 $0 $0 Over $100,000
 
 
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-8

The following table sets forth, for each Board Member and for the Board Members and Officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2006. The information as to beneficial ownership is based on statements furnished by each Board Member and Officer.
                             
Fund Shares Owned By Board Members and Officers(1) 
Multistate Trust I 
Board Member
 Arizona
  Colorado
  Florida
  Maryland
  New Mexico
  Pennsylvania
  Virginia
 
Nominees Municipal  Municipal  Municipal  Municipal  Municipal  Municipal  Municipal 
  
 
Nominees who are not interested persons of the Fund
                            
Robert P. Bremner  0   0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund
                            
Timothy R. Schwertfeger  0   0   0   0   0   0   0 
All Board Members and Officers as a Group
                            
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.Principal Investment Strategy
 
 
(2) Nuveen Tradewinds International Value FundIn December 2006, Ms. Stone was appointedThe investment objective of the fund is to each Trust’s Board effective January 1, 2007. Ms. Stone didprovide long-term capital appreciation. The fund invests innon-U.S. equity securities, includingnon-U.S. equity securities traded onnon-U.S. exchanges and American Depositary Receipts.
iShares MSCI EAFE Growth Index FundThe fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Growth Index. The fund generally will invest at least 90% of its assets in the securities of its underlying index or in American Depositary Receipts or other depositary receipts representing securities in the underlying index.
iShares MSCI Emerging Markets Index FundThe fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. The Fund generally will invest at least 90% of its assets in the securities of its underlying index or in American Depositary Receipts and Global Depositary Receipts representing such securities.
Nuveen Tradewinds Global Resources FundThe investment objective of the fund is to seek long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of global energy and natural resources companies and companies in associated businesses, as well as utilities (such as gas, water, cable, electrical and telecommunications utilities).
iShares Dow Jones U.S. Real Estate Index FundThe fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, to the performance of the real estate sector of the U.S. equity market, as represented by the Dow Jones U.S. Real Estate Index. The fund will concentrate its investments in a particular industry or group of industries approximately to the same extent as the Index is so concentrated. Because all of the securities included in the Index are issued by companies in the real estate sector, the fund will be concentrated in the real estate industry.
Nuveen Multi-Strategy Income FundThe investment objective of the fund is to provide total return by investing in fixed income securities. Under normal circumstances, the fund will invest at least 80% of its net assets in fixed income securities using a risk-controlled, multi-strategy approach that invests across multiple sectors of the taxable fixed income market. Typically, the fund’s average duration will be five years or less and is not own any shares of Nuveen Funds priorexpected to her being appointed as a Board Member.be more than six years.


A-9A-2

 

                                     
Fund Shares Owned By Board Members and Officers(1) 
Multistate Trust II 
Board Member
 California
  California
  California
  Connecticut
  Massachusetts
  Massachusetts
  New Jersey
  New York
  New York
 
Nominees Municipal  High Yield  Insured  Municipal  Municipal  Insured  Municipal  Municipal  Insured 
  
 
Nominees who are not interested persons of the Fund
Robert P. Bremner  0   0   0   0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0   0   0   0   0   0 
All Board Members and Officers as a Group
                                    
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.
 
(2) FundIn December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-10

                 
Fund Shares Owned By Board Members and Officers(1) 
Multistate Trust III 
Board Member
 Georgia
  Louisiana
  North Carolina
  Tennessee
 
Nominees Municipal  Municipal  Municipal  Municipal 
  
 
Nominees who are not interested persons of the Fund
                
Robert P. Bremner  0   0   0   0 
Jack B. Evans  0   0   0   0 
William C. Hunter  0   0   0   0 
David J. Kundert  0   0   0   0 
William J. Schneider  0   0   0   0 
Judith M. Stockdale  0   0   0   0 
Carole E. Stone(2)
  0   0   0   0 
Nominee who is an interested person of the Fund
                
Timothy R. Schwertfeger  0   0   0   0 
All Board Members and Officers as a Group
                
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.
 
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of NuveenUnderlying Funds prior to her being appointed as a Board Member.


A-11

                         
Fund Shares Owned By Board Members and Officers(1) 
Multistate Trust IV 
Board Member
 Kansas
  Kentucky
  Michigan
  Missouri
  Ohio
  Wisconsin
 
Nominees Municipal  Municipal  Municipal  Municipal  Municipal  Municipal 
  
 
Nominees who are not interested persons of the Fund
                        
Robert P. Bremner  0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0 
Nominee who is an interested person of the Fund
                        
Timothy R. Schwertfeger  0   0   0   0   0   0 
All Board Members and Officers as a Group
                        
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-12

                     
Fund Shares Owned By Board Members and Officers(1) 
Municipal Trust 
     High Yield
  Insured
  Intermediate
  Limited
 
Board Member Nominees All-American  Municipal  Municipal  Duration  Term 
  
 
Nominees who are not interested persons of the Fund
                    
Robert P. Bremner  317   0   0   307   0 
Jack B. Evans  0   0   0   0   0 
William C. Hunter  0   0   0   0   0 
David J. Kundert  0   0   0   0   0 
William J. Schneider  0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0 
Nominee who is an interested person of the Fund
                    
Timothy R. Schwertfeger  0   11,753   0   186,707   0 
All Board Members and Officers as a Group
                    
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.Investment Objective and Principal Investment Strategy
 
 
(2) Nuveen High Yield Bond FundIn December 2006, Ms. Stone was appointedThe investment objective of the fund is to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any sharesmaximize total return by investing in a diversified portfolio of Nuveen Funds prior to her being appointed as a Board Member.


A-13

                                     
Fund Shares Owned By Board Members and Officers(1) 
Investment Trust 
  Balanced
  Balanced
        NWQ
  NWQ
  NWQ
  NWQ
  Tradewinds
 
Board Member
 Municipal
  Stock
  Large-Cap
  Global
  Large-Cap
  Multi-Cap
  Small-Cap
  Small/Mid-Cap
  Value
 
Nominees and Stock  and Bond  Value  Value  Value  Value  Value  Value  Opportunities 
  
 
Nominees who are not interested persons of the Fund 
                                    
Robert P. Bremner  0   0   648   0   0   1,924   0   0   0 
Jack B. Evans  0   1,783   6,393   0   0   2,974   0   0   0 
William C. Hunter  0   4,894   0   0   0   4,827   759   0   0 
David J. Kundert  0   0   0   0   0   9.145   0   0   0 
William J. Schneider  0   0   16,112   11,315   0   0   0   0   0 
Judith M. Stockdale  0   0   2,479   1,656   0   1,764   1,470   0   1,427 
Carole E. Stone(2)
  0   0   0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund 
                                    
Timothy R. Schwertfeger  0   0   40,412   0   0   113,935   0   0   10,358 
All Board Members and Officers as a Group
                                    
high yield debt securities. Under normal circumstances, the fund will invest at least 80% of its net assets in U.S. andnon-U.S. corporate high yield debt securities, including zero coupon, payment in-kind, corporate loans and convertible bonds.
(1)iShares Lehman TIPS Bond Fund The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuantfund seeks investment results that correspond generally to the Deferred Compensation Plan for Independent Board Members as more fully described herein.price and yield performance, before fees and expenses, of its “Underlying Index.” The fund generally will invest at least 90% of its assets in the inflation-protected bonds of its Underlying Index and at least 95% of its assets in U.S. government bonds.
(2) Nuveen Short Duration Bond FundIn December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-14

                         
Fund Shares Owned By Board Members and Officers(1) 
Investment Trust II 
           Santa Barbara
  Tradewinds
  Tradewinds
 
Board Member
 Rittenhouse
  Santa Barbara
  Santa Barbara
  Growth
  Global
  International
 
Nominees Growth  Dividend Growth  Growth  Opportunities  All-Cap  Value 
  
 
Nominees who are not interested persons of the Fund
                        
Robert P. Bremner  298   0   0   0   0   1,477 
Jack B. Evans  4,794   0   0   0   0   5,293 
William C. Hunter  0   0   0   0   0   3,298 
David J. Kundert  0   0   0   0   0   0 
William J. Schneider  2,690   0   0   0   0   0 
Judith M. Stockdale  1,652   0   0   0   0   1,250 
Carole E. Stone(2)
  0   0   0   0   0   0 
Nominee who is an interested person of the Fund
                        
Timothy R. Schwertfeger  12,279   0   0   0   0   31,209 
All Board Members and Officers as a Group
                        
(1) The numbers include share equivalentsinvestment objective of certain Nuveen fundsthe fund is to provide high current income consistent with minimal fluctuations of principal. Under normal market conditions, the fund will invest at least 80% of its net assets in whichshort duration securities using a risk-controlled, multi-strategy approach that invests across multiple sectors of the Board Member is deemed totaxable fixed income market. Typically, the fund’s average duration will be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone didbetween approximately one and two years but it will not own any shares of Nuveen Funds prior to her being appointed as a Board Member.exceed three years.


A-15

             
Fund Shares Owned By Board Members and Officers(1) 
Board Member
 Investment Trust III 
Nominees Multi-Strategy Income  High Yield  Short Duration 
  
 
Nominees who are not interested persons of the Fund
            
Robert P. Bremner  0   0   0 
Jack B. Evans  0   0   0 
William C. Hunter  0   0   0 
David J. Kundert  0   0   0 
William J. Schneider  0   0   0 
Judith M. Stockdale  0   0   0 
Carole E. Stone(2)
  0   0   0 
Nominee who is an interested person of the Fund
            
Timothy R. Schwertfeger  0   0   0 
All Board Members and Officers as a Group
            
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described herein.
(2) In December 2006, Ms. Stone was appointed to each Trust’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-16A-3

 

Appendix B
 
Dates Relating to Original Investment
Management Agreements
Date Original
Investment
Date of Original
Management
Date Original Investment
Investment
Agreement was Last
Management Agreement
Management
Approved by
was Last Approved for
TrustAgreementShareholdersContinuance by Board
Multistate Trust I
July 28, 2005July 26, 2005May 21, 2007
Multistate Trust II,
July 28, 2005July 26, 2005May 21, 2007
except California High Yield
California High YieldJuly 28, 2005March 27, 2006May 21, 2007
Multistate Trust III
July 28, 2005July 26, 2005May 21, 2007
Multistate Trust IV
July 28, 2005July 26, 2005May 21, 2007
Municipal Trust
July 28, 2005July 26, 2005May 21, 2007
Investment Trust,
November 15, 2006July 26, 2005May 21, 2007
except NWQ Large-Cap Value and NWQ Small/Mid-Cap Value
NWQ Large-Cap Value and NWQ Small/Mid-Cap ValueNovember 15, 2006December 11, 2006*N/A
Investment Trust II,
March 28, 2006March 27, 2006*May 21, 2007
except Rittenhouse Growth and Tradewinds International Value
Rittenhouse Growth and Tradewinds International ValueJuly 28, 2005July 26, 2005May 21, 2007
Investment Trust III
April 28, 2006April 28, 2006*May 21, 2007
* Consent of sole shareholder.

B-1

Appendix C
Form of Investment Management Agreement
AGREEMENT made as of the [     ] day of [     ], by and between <NAME OF TRUST>, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”), to be effective [           , 2007].
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of each of the Fund’s series as set forth on Exhibit A attached hereto (the “Portfolios”) or as may exist from time to time in accordance with the Fund’s investment objective and policies and limitations relating to such Portfolio, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the assets of each Portfolio shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s registration statement onForm N-1A under the Securities Act of 1933 and the Investment Company Act of l940 covering the Fund’s Portfolios’ shares of beneficial interest, including the Prospectus and Statement of Additional Information forming a part thereof, all as filed with the Securities and Exchange Commission and as from time to time amended, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end, management investment companies.
The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s custodian, transfer agent and shareholder service agent, and the like) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.
2. For the services and facilities described in Section l, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.
A. The Fund Level Fee shall be computed by applying the following annual rate to the average total daily net assets of the Fund:
<SCHEDULE FOR EACH PORTFOLIO>


C-1

B. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule:
     
Complex-Level
 Effective Rate
 
Asset Breakpoint Level
 at Breakpoint
 
($ million) Level (%) 
 
 
55,000  0.2000 
56,000  0.1996 
57,000  0.1989 
60,000  0.1961 
63,000  0.1931 
66,000  0.1900 
71,000  0.1851 
76,000  0.1806 
80,000  0.1773 
91,000  0.1691 
125,000  0.1599 
200,000  0.1505 
250,000  0.1469 
300,000  0.1445 
C. “Eligible Funds”, for purposes of this Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on acase-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints.
D. For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.
3. [In addition to the services and facilities described in Section 1, the Adviser shall assume and pay, but only to the extent hereinafter provided, the following expenses related to the <CERTAIN PORTFOLIOS>only: (x) any expenses for services rendered by a custodian for the safekeeping of those Portfolio’s securities or property, for keeping its


C-2

books of account, for calculating the net asset value of the Portfolios as provided in the Declaration of Trust of the Fund, and any other charges of the custodian; and (y) the cost and expenses of the Portfolios; operations, including compensation of the trustees, transfer, dividend disbursing and shareholder service agent expenses, legal fees, expenses of independent accountants, costs of share certificates, expenses of preparing, printing and distributing reports to shareholders and governmental agencies, and all fees payable to Federal, State, or other governmental agencies on account of the registration of securities issued by the Portfolios, filing of corporate documents or otherwise. Notwithstanding the foregoing, the Adviser shall not be obligated to assume or pay interest, taxes, fees incurred in acquiring and disposing of portfolio securities or extraordinary expenses of the Portfolios. The Portfolios shall not incur any obligation for management or administrative expenses which the Portfolio intends the Adviser to assume and pay hereunder without first obtaining the written approval of the Adviser.
The foregoing enumerated expenses for the <PORTFOLIOS> are hereby assumed by the Adviser to the extent they, together with the Adviser’s fee payable hereunder (but excluding interest, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses), exceed during any fiscal year . < >% of < PORTFOLIO>’s average net assets for such year, or < >% of <PORTFOLIO>’s average net assets for such year; to the extent they do not exceed such percentages, such expenses shall be properly chargeable to those Portfolios. If, at the end of any month, the expenses of the Portfolios properly chargeable to the income account on a year-to-date basis shall exceed the appropriate percentage of average net assets, the payment to the Adviser for that month shall be reduced and, if necessary, the Adviser shall assume and pay expenses pursuant hereto so that the total year-to-date net expense will not exceed such percentage. As of the end of the Portfolios’ fiscal year the foregoing computation and assumption of expenses shall be readjusted, if necessary, so that the expenses assumed and paid by the Adviser, if any, are such, and the aggregate compensation payable to the Adviser related to each Portfolio for the year, (otherwise equal to the percentage set forth in Section 2 hereof of the average net asset value as determined and described herein throughout the fiscal year) is diminished as may be necessary, so that the total amount of expenses of each Portfolio borne by the Fund shall not exceed the applicable expense limitation.]*
The net asset value of each Portfolio shall be calculated as provided in the Declaration of Trust of the Fund. On each day when net asset value is not calculated, the net asset value of a share of beneficial interest of a Portfolio shall be deemed to be the net asset value of such share as of the close of business on the last day on which such calculation was made for the purpose of the foregoing computations.
4. Regardless of any of the above provisions, the Adviser guarantees that the total expenses of each Portfolio in any fiscal year, exclusive of taxes, interest, brokerage commissions, and extraordinary expenses such as litigation costs, shall not exceed, and the Adviser undertakes to pay or refund to the Portfolio any amount up to but not greater than the aggregate fees received by the Adviser under this Agreement for such fiscal year, the limitation imposed by any jurisdiction in which the Fund continues to offer and sell shares of the Portfolio after exceeding such limitation. Except as otherwise agreed to by the Fund or the Adviser or unless otherwise required by the law or regulation of any state, any


C-3

reimbursement by the Adviser to a Portfolio under this section shall not exceed the management fee payable to the Adviser by a Portfolio under this Agreement.
5. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.
6. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.
7. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
8. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for a Portfolio of the Fund may also be appropriate for other Portfolios or for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the Fund’s Portfolios and the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by a Portfolio and another fund’s portfolio or one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund Portfolio or Portfolios purchasing such securities and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund Portfolios and such other accounts and funds, the size of investment commitments generally held by the Fund Portfolios and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.
9. This Agreement shall continue in effect until <August 1, 2008>, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of l940.
This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of Trustees, or, with respect to any Fund Portfolio, by vote of a majority of the outstanding voting securities of that Portfolio, accompanied by appropriate notice.


C-4

This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Fund, or, with respect to any Fund Portfolio, by vote of a majority of the outstanding voting securities of that Portfolio, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.
10. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.
11. The Adviser and its affiliates reserve the right to grant, at any time, the use of the name “Nuveen”, or any approximation or abbreviation thereof, to any other investment company or business enterprise. Upon termination of this Agreement by either party, or by its terms, the Fund shall thereafter refrain from using any name of the Fund which includes “Nuveen”, or any approximation or abbreviation thereof, or is sufficiently similar to such name as to be likely to cause confusion with such name, and shall not allude in any public statement or advertisement to the former association. ?
12. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.
13. The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.


C-5

IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.
<NAME OF TRUST>
by: 
[Title]
Attest: 
[Title]
NUVEEN ASSET MANAGEMENT
by: 
[Title]
Attest: 
[Title]
* bracketed language applicable to Nuveen Municipal Trust, Nuveen Multistate Trust II and Nuveen Multistate Trust IV


C-6

Exhibit A
<LIST OF EACH FUND IN THE TRUST>


C-7

Appendix D
Form of Management Agreement
Management Agreement
Between
<NAME OF TRUST>
and
Nuveen Asset Management
<NAME OF TRUST>, a Massachusetts business trust registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end diversified management series investment company (“Trust”), hereby appointsNuveen Asset Management, a Delaware corporation registered under the Investment Advisers Act of 1940 as an investment adviser, of Chicago, Illinois (“Manager”), to furnish investment advisory and management services and certain administrative services with respect to the portion of its assets represented by the shares of beneficial interest issued in the series listed in Schedule A hereto, as such schedule may be amended from time to time (each such series hereinafter referred to as“Fund”). Trust and Manager hereby agree that:
1. Investment Management Services.  Manager shall manage the investment operations of Trust and each Fund, subject to the terms of this Agreement and to the supervision and control of Trust’s Board of Trustees (“Trustees”). Manager agrees to perform, or arrange for the performance of, the following services with respect to each Fund:
(a) to obtain and evaluate such information relating to economies, industries, businesses, securities and commodities markets, and individual securities, commodities and indices as it may deem necessary or useful in discharging its responsibilities hereunder;
(b) to formulate and maintain a continuous investment program in a manner consistent with and subject to (i) Trust’s agreement and declaration of trust and by-laws; (ii) the Fund’s investment objectives, policies, and restrictions as set forth in written documents furnished by the Trust to Manager; (iii) all securities, commodities, and tax laws and regulations applicable to the Fund and Trust; and (iv) any other written limits or directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time to time securities, commodities, interests or other investments to be purchased, sold, retained or lent by the Fund, and to implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under subchapter M of the Internal Revenue Code of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights, rights to consent to Trust or Fund action, and any other rights pertaining to Trust or the Fund shall be exercised;


D-1

(f) to make available to Trust promptly upon request all of the Fund’s records and ledgers and any reports or information reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any information or reports relating to the services provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the Trustees, with respect to execution of transactions for Trust on behalf of a Fund, Manager shall place, or arrange for the placement of, all orders for purchases, sales, or loans with issuers, brokers, dealers or other counterparts or agents selected by Manager. In connection with the selection of all such parties for the placement of all such orders, Manager shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion as a secondary factor, purchase and sell portfolio securities from and to brokers and dealers who provide Manager with statistical, research and other information, analysis, advice, and similar services. In recognition of such services or brokerage services provided by a broker or dealer, Manager is hereby authorized to pay such broker or dealer a commission or spread in excess of that which might be charged by another broker or dealer for the same transaction if the Manager determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided.
Trust hereby authorizes any entity or person associated with Manager that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and in accordance with Section 11(a) of the Securities Exchange Act or 1934 andRule 11a2-2(T) thereunder. Trust hereby consents to the retention by such entity or person of compensation for such transactions in accordance withRule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for Trust or one or more Funds in order to obtain best execution or lower brokerage commissions. In such event, Manager shall allocate the shares so purchased or sold, as well as the expenses incurred in the transaction, in a manner it considers to be equitable and fair and consistent with its fiduciary obligations to Trust, the Funds, and Manager’s other customers.
Manager shall for all purposes be deemed to be an independent contractor and not an agent of Trust and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent Trust in any way.
2. Administrative Services.  Subject to the terms of this Agreement and to the supervision and control of the Trustees, Manager shall provide to the Trust facilities, equipment, statistical and research data, clerical, accounting and bookkeeping services, internal auditing and legal services, and personnel to carry out all management services required for operation of the business and affairs of the Funds other than those services to be performed by the Trust’s Distributor pursuant to the Distribution Agreement, those services to be performed by the Trust’s Custodian pursuant to the Custody Agreement, those services to be performed by the Trust’s Transfer Agent pursuant to the Transfer Agency Agreement, those services to be provided by the Trust’s Custodian pursuant to the Accounting Agreement and those services normally performed by the Trust’s counsel and auditors.


D-2

3. Use of Affiliated Companies and Subcontractors.  In connection with the services to be provided by Manager under this Agreement, Manager may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Manager, provided that Manager shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Manager or such parties.
4. Expenses Borne by Trust.  Except to the extent expressly assumed by Manager herein or under a separate agreement between Trust and Manager and except to the extent required by law to be paid by Manager, Manager shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Trust. Without limitation, such costs and expenses shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(b) all charges for equipment or services used for obtaining price quotations or for communication between Manager or Trust and the custodian, transfer agent or any other agent selected by Trust;
(c) all charges for and accounting services provided to Trust by Manager, or any other provider of such services;
(d) all charges for services of Trust’s independent auditors and for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with Manager, all expenses incurred in connection with their services to Trust, and all expenses of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest in the Trust (“Shareholders”), including printing and of supplying each record-date Shareholder with notice and proxy solicitation material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Trust prospectus(es) and of supplying each then-existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees;
(j) all brokers’ commissions and other normal charges incident to the purchase, sale, or lending of portfolio securities;


D-3

(k) all taxes and governmental fees payable to Federal, state or other governmental agencies, domestic or foreign, including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the registration of Trust under the 1940 Act and, to the extent no exemption is available, expenses of registering Trust’s shares under the 1933 Act, of qualifying and maintaining qualification of Trust and of Trust’s shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of Trust under all other laws applicable to Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a Fund; and
(n) all fees, dues and other expenses incurred by Trust in connection with membership of Trust in any trade association or other investment company organization.
5. Allocation of Expenses Borne by Trust.  Any expenses borne by Trust that are attributable solely to the organization, operation or business of a Fund shall be paid solely out of Fund assets. Any expense borne by Trust which is not solely attributable to a Fund, nor solely to any other series of shares of Trust, shall be apportioned in such manner as Manager determines is fair and appropriate, or as otherwise specified by the Board of Trustees.
6. Expenses Borne by Manager.  Manager at its own expense shall furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of Trust or a Fund not required to be paid or assumed by Manager under this Agreement, Manager shall not be obligated hereby to pay or assume the same or similar expense in the future; provided that nothing contained herein shall be deemed to relieve Manager of any obligation to Trust or a Fund under any separate agreement or arrangement between the parties.
7. Management Fee.  For the services rendered, facilities provided, and charges assumed and paid by Manager hereunder, Trust shall pay to Manager out of the assets of each Fund fees at the annual rate for such Fund as set forth in Schedule B to this Agreement. For each Fund, the management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Fund, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Fund’s net asset value was determined.
8. State Expense Limitation.  If for any fiscal year of a Fund, its aggregate operating expenses (“Aggregate Operating Expenses”) exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the “State Expense Limit”), the Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or


D-4

expenses reimbursements payable to Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company’s operating expenses allocated to the Fund, and (iii) any compensation payable to Manager pursuant to any separate agreement relating to the Fund’s administration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Manager to a Fund under this section shall not exceed the management fee payable to Manager by the Fund under this Agreement.
Any payment to a Fund by Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.
9. Retention of Sub-Adviser.  Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act, Manager may retain one or more sub-advisers at Manager’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to Trust or one or more Funds. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of Manager under this Agreement, and Manager shall be responsible to Trust and its Funds for all acts or omissions of any sub-adviser in connection with the performance or Manager’s duties hereunder.
10. Non-Exclusivity.  The services of Manager to Trust hereunder are not to be deemed exclusive and Manager shall be free to render similar services to others.
11. Standard of Care.  The Manager shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Manager in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
12. Amendment.  This Agreement may not be amended as to the Trust or any Fund without the affirmative votes (a) of a majority of the Board of Trustees, including a majority of those Trustees who are not “interested persons” of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) of a “majority of the outstanding shares” of Trust or, with respect to any amendment affecting an individual Fund, a “majority of the outstanding shares” of that Fund. The terms “interested persons” and “vote of a majority of the outstanding


D-5

shares” shall be construed in accordance with their respective definitions in the 1940 Act and, with respect to the latter term, in accordance withRule 18f-2 under the 1940 Act.
13. Effective Date and Termination.  This Agreement shall become effective as to any Fund as of the effective date for that Fund specified in Schedule A hereto. This Agreement may be terminated at any time, without payment of any penalty, as to any Fund by the Board of Trustees of Trust, or by a vote of a majority of the outstanding shares of that fund, upon at least sixty (60) days’ written notice to Manager. This Agreement may be terminated by Manager at any time upon at least sixty (60) days’ written notice to Trust. This Agreement shall terminate automatically in the event of its “assignment” (as defined in the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall continue in effect with respect to any Fund for an initial period of two (2) years from the effective date applicable to that Fund specified in Schedule A and thereafter from year to year only so long as such continuance is specifically approved with respect to that Fund at least annually (a) by a majority of those Trustees who are not interested persons of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) by either the Board of Trustees of Trust or by a “vote of a majority of the outstanding shares” of the Fund.
14. Ownership of Records; Interparty Reporting.  All records required to be maintained and preserved by Trust pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act or other applicable laws or regulations which are maintained and preserved by Manager on behalf of Trust and any other records the parties mutually agree shall be maintained by Manager on behalf of Trust are the property of Trust and shall be surrendered by Manager promptly on request by Trust; provided that Manager may at its own expense make and retain copies of any such records.
Trust shall furnish or otherwise make available to Manager such copies of the financial statements, proxy statements, reports, and other information relating to the business and affairs of each Shareholder in a Fund as Manager may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.
Manager shall prepare and furnish to Trust as to each Fund statistical data and other information in such form and at such intervals as Trust may reasonably request.
15. Non-Liability of Trustees and Shareholders.  Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Shareholder of Trust. Neither the authorization of any action by the Trustees or Shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Shareholder.
16. Use of Manager’s Name.  Trust may use the name “<NAME OF TRUST>” and the Fund names listed in Schedule A or any other name derived from the name “Nuveen” only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the business of Manager as investment


D-6

adviser. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, Trust will cease to use any name derived from the name “Nuveen” or otherwise connected with Manager, or with any organization which shall have succeeded to Manager’s business as investment adviser.
17. References and Headings.  In this Agreement and in any such amendment, references to this Agreement and all expressions such as “herein,” “hereof,” and “hereunder”’ shall be deemed to refer to this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction, or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: <date>
Attest
<TITLE>
Attest
<TITLE>
<NAME OF TRUST>
By 
<TITLE>
Nuveen Asset Management
By 
<TITLE>


D-7

<NAME OF TRUST>
Management Agreement
Schedule A
The Funds of the Trust currently subject to this Agreement and the effective date of each are as follows:
<LIST OF PORTFOLIOS> <EFFECTIVE AS OF          >


D-8

<NAME OF TRUST>
Management Agreement

Schedule B
a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the average daily net assets of the Fund: Each Fund’s Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject to expense limitations as described in this Schedule.
b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund:
<SCHEDULE FOR EACH PORTFOLIO>
c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee.
<SCHEDULE FOR CERTAIN PORTFOLIOS>
d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule:
     
Complex-Level
 Effective Rate
 
Asset
 at Breakpoint
 
Breakpoint Level
 Level
 
($ million) (%) 
 
 
55,000  0.2000 
56,000  0.1996 
57,000  0.1989 
60,000  0.1961 
63,000  0.1931 
66,000  0.1900 
71,000  0.1851 
76,000  0.1806 
80,000  0.1773 
91,000  0.1691 
125,000  0.1599 
200,000  0.1505 
250,000  0.1469 
300,000  0.1445 
 
 
e. “Eligible Funds”, for purposes of the Agreement as so amended, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the advisor’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on acase-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints.


E-1

Appendix E
Complex-Level Fee Rates(1)
Complex Daily
Effective Rate at
Net Assets
Complex Daily
Breakpoint LevelNet Assets
First $55 billion0.2000%
$56 billion0.1996%
$57 billion0.1989%
$60 billion0.1961%
$63 billion0.1931%
$66 billion0.1900%
$71 billion0.1851%
$76 billion0.1806%
$80 billion0.1773%
$91 billion0.1691%
$125 billion0.1599%
$200 billion0.1505%
$250 billion0.1469%
$300 billion0.1445%
Fund-Level Fee Rates, Aggregate Management
Fees Paid and Net Assets
                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Multistate Trust I                
  Arizona Municipal For the first $125 million  0.3500%  $473,767  $85,532,758   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Colorado Municipal For the first $125 million  0.3500%  $231,924  $43,685,730   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 


E-1

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Florida Municipal For the first $125 million  0.3500%  $1,553,611  $279,653,416   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Maryland Municipal For the first $125 million  0.3500%  $715,419  $145,360,602   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  New Mexico Municipal For the first $125 million  0.3500%  $315,075  $59,696,857   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Pennsylvania Municipal For the first $125 million  0.3500%  $1,038,185  $215,293,727   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Virginia Municipal For the first $125 million  0.3500%  $1,608,827  $328,690,414   
    For the next $125 million  0.3375%           
    For the first $250 million  0.3250%           
    For the first $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Multistate Trust II                
  California Municipal For the first $125 million  0.3500%  $1,490,267  $298,010,532   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  California High Yield For the first $125 million  0.3500%  $47,391  $40,099,870   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 


E-2

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  California Insured For the first $125 million  0.3500%  $1,310,211  $237,323,368   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Connecticut Municipal For the first $125 million  0.3500%  $1,537,553  $306,420,854   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%  ��        
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Massachusetts Municipal For the first $125 million  0.3500%  $894,629  $169,405,824   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Massachusetts Insured For the first $125 million  0.3500%  $456,356  $78,705,272   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  New Jersey Municipal For the first $125 million  0.3500%  $974,109  $193,663,403   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  New York Municipal For the first $125 million  0.3500%  $1,975,685  $395,280,225   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  New York Insured For the first $125 million  0.3500%  $1,744,406  $311,700,785   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 


E-3

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Multistate Trust III                
  Georgia Municipal For the first $125 million  0.3500%  $1,051,282  $218,689,343   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Louisiana Municipal For the first $125 million  0.3500%  $495,594  $90,766,193   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  North Carolina Municipal For the first $125 million  0.3500%  $1,469,763  $337,362,936   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Tennessee Municipal For the first $125 million  0.3500%  $1,761,183  $328,608,463   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Multistate Trust IV                
  Kansas Municipal For the first $125 million  0.3500%  $698,502  $125,888,824   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Kentucky Municipal For the first $125 million  0.3500%  $2,409,198  $449,962,812   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Michigan Municipal For the first $125 million  0.3500%  $1,253,186  $229,502,129   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 


E-4

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Missouri Municipal For the first $125 million  0.3500%  $1,382,623  $256,683,352   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Ohio Municipal For the first $125 million  0.3500%  $2,806,720  $530,584,378   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Wisconsin Municipal For the first $125 million  0.3500%  $256,347  $52,007,176   
    For the next $125 million  0.3375%           
    For the next $250 million  0.3250%           
    For the next $500 million  0.3125%           
    For the next $1 billion  0.3000%           
    For the next $3 billion  0.2750%           
    For net assets over $5 billion  0.2500%           
 
 
  Municipal Trust                
  All-American For the first $125 million  0.3000%  $1,826,184  $387,679,017   
    For the next $125 million  0.2875%           
    For the next $250 million  0.2750%           
    For the next $500 million  0.2625%           
    For the next $1 billion  0.2500%           
    For the next $3 billion  0.2250%           
    For net assets over $5 billion  0.2125%           
 
 
  High Yield Municipal For the first $125 million  0.4000%  $22,582,470  $5,349,474,305   
    For the next $125 million  0.3875%           
    For the next $250 million  0.3750%           
    For the next $500 million  0.3625%           
    For the next $1 billion  0.3500%           
    For net assets over $2 billion  0.3250%           
 
 
  Insured Municipal For the first $125 million  0.3000%  $3,850,408  $803,777,605   
    For the next $125 million  0.2875%           
    For the next $250 million  0.2750%           
    For the next $500 million  0.2625%           
    For the next $1 billion  0.2500%           
    For the next $3 billion  0.2250%           
    For net assets over $5 billion  0.2125%           
 
 
  Intermediate Duration For the first $125 million  0.3000%  $10,936,656  $2,498,559,766   
    For the next $125 million  0.2875%           
    For the next $250 million  0.2750%           
    For the next $500 million  0.2625%           
    For the next $1 billion  0.2500%           
    For the next $3 billion  0.2250%           
    For net assets over $5 billion  0.2125%           
 
 


E-5

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Limited Term For the first $125 million  0.2500%  $2,899,904  $677,385,931   
    For the next $125 million  0.2375%           
    For the next $250 million  0.2250%           
    For the next $500 million  0.2125%           
    For the next $1 billion  0.2000%           
    For the next $3 billion  0.1750%           
    For net assets over $5 billion  0.1625%           
 
 
  Investment Trust                
  Balanced Municipal and Stock For the first $125 million  0.5500%  $574,090  $78,386,300   
    For the next $125 million  0.5375%           
    For the next $250 million  0.5250%           
    For the next $500 million  0.5125%           
    For the next $1 billion  0.5000%           
    For net assets over $2 billion  0.4750%           
 
 
  Balanced Stock and Bond For the first $125 million  0.5500%  $423,283  $58,279,605   
    For the next $125 million  0.5375%           
    For the next $250 million  0.5250%           
    For the next $500 million  0.5125%           
    For the next $1 billion  0.5000%           
    For net assets over $2 billion  0.4750%           
 
 
  Large-Cap Value(2) For the first $125 million  0.6500%  $4,500,540  $573,271,958   
    For the next $125 million  0.6375%           
    For the next $250 million  0.6250%           
    For the next $500 million  0.6125%           
    For the next $1 billion  0.6000%           
    For net assets over $2 billion  0.5750%           
 
 
  Global Value For the first $125 million  0.8000%  $167,248  $21,274,453   
    For the next $125 million  0.7875%           
    For the next $250 million  0.7750%           
    For the next $500 million  0.7625%           
    For the next $1 billion  0.7500%           
    For net assets over $2 billion  0.7250%           
 
 
  NWQ Large-Cap Value For the first $125 million  0.6500%  $18,842  $12,121,024   
    For the next $125 million  0.6375%           
    For the next $250 million  0.6250%           
    For the next $500 million  0.6125%           
    For the next $1 billion  0.6000%           
    For net assets over $2 billion  0.5750%           
 
 
  NWQ Multi-Cap Value For the first $125 million  0.6500%  $10,273,282  $1,500,395,067   
    For the next $125 million  0.6375%           
    For the next $250 million  0.6250%           
    For the next $500 million  0.6125%           
    For the next $1 billion  0.6000%           
    For net assets over $2 billion  0.5750%           
 
 
  NWQ Small-Cap Value For the first $125 million  0.8000%  $1,377,470  $228,044,773   
    For the next $125 million  0.7875%           
    For the next $250 million  0.7750%           
    For the next $500 million  0.7625%           
    For the next $1 billion  0.7500%           
    For net assets over $2 billion  0.7250%           
 
 


E-6

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  NWQ Small/Mid-Cap Value For the first $125 million  0.7500%  $110,955  $219,646,931   
    For the next $125 million  0.7375%           
    For the next $250 million  0.7250%           
    For the next $500 million  0.7125%           
    For the next $1 billion  0.7000%           
    For net assets over $2 billion  0.6750%           
 
 
  Tradewinds Value Opportunities For the first $125 million  0.8000%  $2,922,544  $512,836,293   
    For the next $125 million  0.7875%           
    For the next $250 million  0.7750%           
    For the next $500 million  0.7625%           
    For the next $1 billion  0.7500%           
    For net assets over $2 billion  0.7250%           
 
 
  Investment Trust II                
  Rittenhouse Growth For the first $125 million  0.6500%  $1,053,356  $119,843,752   
    For the next $125 million  0.6375%           
    For the next $250 million  0.6250%           
    For the next $500 million  0.6125%           
    For the next $1 billion  0.6000%           
    For net assets over $2 billion  0.5750%           
 
 
  Santa Barbara Dividend Growth For the first $125 million  0.6000%  $11,787  $2,979,796   
    For the next $125 million  0.5875%           
    For the next $250 million  0.5750%           
    For the next $500 million  0.5625%           
    For the next $1 billion  0.5500%           
    For net assets over $2 billion  0.5250%           
 
 
  Santa Barbara Growth For the first $125 million  0.7000%  $28,491  $6,008,675   
    For the next $125 million  0.6875%           
    For the next $250 million  0.6750%           
    For the next $500 million  0.6625%           
    For the next $1 billion  0.6500%           
    For net assets over $2 billion  0.6250%           
 
 
  Santa Barbara Growth Opportunities For the first $125 million  0.8000%  $10,617  $1,161,436   
    For the next $125 million  0.7875%           
    For the next $250 million  0.7750%           
    For the next $500 million  0.7625%           
    For the next $1 billion  0.7500%           
    For net assets over $2 billion  0.7250%           
 
 
  Tradewinds Global All-Cap For the first $125 million  0.7500%  $1,481,180  $232,748,135   
    For the next $125 million  0.7375%           
    For the next $250 million  0.7250%           
    For the next $500 million  0.7125%           
    For the next $1 billion  0.7000%           
    For net assets over $2 billion  0.6750%           
 
 
  Tradewinds International Value For the first $125 million  0.8500%  $9,657,682  $996,840,417   
    For the next $125 million  0.8375%           
    For the next $250 million  0.8250%           
    For the next $500 million  0.8125%           
    For the next $1 billion  0.8000%           
    For net assets over $2 billion  0.7750%           
 
 


E-7

                   
 
         Fees Paid to
      
         the Adviser
      
    Fund Average
    During Last
  Net Assets as
   
  Fund Daily Net Assets Fee Rate  Fiscal Year  of 6/30/07   
 
 
  Investment Trust III                
  Multi-Strategy Income For the first $125 million  0.3000%  $56,095  $13,117,711   
    For the next $125 million  0.2875%           
    For the next $250 million  0.2750%           
    For the next $500 million  0.2625%           
    For the next $1 billion  0.2500%           
    For net assets over $2 billion  0.2250%           
 
 
  High Yield For the first $125 million  0.4000%  $66,054  $27,479,846   
    For the next $125 million  0.3875%           
    For the next $250 million  0.3750%           
    For the next $500 million  0.3625%           
    For the next $1 billion  0.3500%           
    For net assets over $2 billion  0.3250%           
 
 
  Short Duration For the first $125 million  0.2000%  $46,706  $12,500,010   
    For the next $125 million  0.1875%           
    For the next $250 million  0.1750%           
    For the next $500 million  0.1625%           
    For the next $1 billion  0.1500%           
    For net assets over $2 billion  0.1250%           
 
 
(1) Prior to August 20, 2007, the complex-level fee rates were based on the following schedule:
Complex Daily
Effective Rate at
Net Assets
Complex Daily
Breakpoint LevelNet Assets
First $55 billion0.2000%
$56 billion0.1996%
$57 billion0.1989%
$60 billion0.1961%
$63 billion0.1931%
$66 billion0.1900%
$71 billion0.1851%
$76 billion0.1806%
$80 billion0.1773%
$91 billion0.1698%
$125 billion0.1617%
$200 billion0.1536%
$250 billion0.1509%
$300 billion0.1499%
(2) If the investment-related proposals for Large-Cap Value (see proposals 4 and 5) are approved by shareholders, effective on or about          , 2007, the Fund-level fee rates for Large-Cap Value will be as follows:


E-8

Appendix F
Officers and Directors of Nuveen Asset Management (“NAM”)
NamePrincipal Occupation
John P. AmboianChief Executive Officer, President and Director of Nuveen Investments, Inc. and Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc.
Peter H. D’ArrigoVice President and Treasurer of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Assistant Treasurer of NWQ Investments Management Company, LLC; Treasurer of Santa Barbara Asset Management, LLC; Vice President and Treasurer of funds in Nuveen Fund complex.
William M. FitzgeraldManaging Director of Nuveen Asset Management; Vice President of Nuveen Investments Advisers Inc.; Vice President of funds in Nuveen fund complex.
Sherri A. HlavacekVice President and Corporate Controller of Nuveen Asset Management, Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Institutional Services Group LLC and Nuveen Investments Holdings, Inc.
Mary E. KeefeManaging Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, and Nuveen Investments Advisers Inc.; and Chief Compliance Officer of Symphony Asset Management LLC, Santa Barbara Asset Management LLC, HydePark Investment Strategies, LLC, Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.
John L. MacCarthySenior Vice President and Secretary of Nuveen Investments, Inc.; Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC; Assistant Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; Secretary of Symphony Asset Management LLC and Santa Barbara Asset Management, LLC.
Larry W. MartinVice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc., Rittenhouse Asset Management, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC, Nuveen Asset Management and Nuveen Investments Advisers Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of funds in Nuveen fund complex.


F-1

NamePrincipal Occupation
Kevin J. McCarthyVice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investment Advisers Inc., Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Vice President and Secretary of funds in Nuveen fund complex.
Timothy R. SchwertfegerDirector and Non-Executive Chairman of Nuveen Investments, Inc.; Chairman of the Board and Board Member of funds in Nuveen fund complex.
Glenn R. RichterExecutive Vice President, Chief Administrative Officer of Nuveen Investments, Inc.; Executive Vice President of Nuveen Asset Management, Nuveen Investments, LLC and Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC.
Gifford R. ZimmermanManaging Director, Assistant Secretary and Associate General Counsel of Nuveen Investments, LLC and Nuveen Asset Management; Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc.; Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc.; Chief Administrative Officer of funds in Nuveen fund complex.

F-2

Appendix G
Dates Relating to Sub-Advisory Agreements
Date Original
Sub-Advisory
Date Original
Agreement was
Sub-Advisory
Last Approved
Date of Original
Agreement was
for
Sub-Advisory
Last Approved by
Continuance
FundSub-AdviserAgreementShareholdersby Board
Investment Trust
Balanced Municipal and StockICAP—Equity PortionAugust 25, 2006August 25, 2006May 21, 2007
Balanced Stock and BondICAPAugust 25, 2006August 25, 2006May 21, 2007
Large-Cap ValueICAPAugust 25, 2006August 25, 2006May 21, 2007
Global ValueNWQ—Domestic
Portion		March 1, 2006**July 26, 2005May 21, 2007
Tradewinds—
International Portion		March 1, 2006**July 26, 2005May 21, 2007
NWQ Large-Cap ValueNWQNovember 14, 2006December 11, 2006*N/A
NWQ Multi-Cap ValueNWQJuly 28, 2005July 26, 2005May 21, 2007
NWQ Small-Cap ValueNWQJuly 28, 2005July 26, 2005May 21, 2007
NWQ Small/Mid-Cap ValueNWQNovember 14, 2006December 11, 2006*N/A
Tradewinds Value OpportunitiesTradewindsMarch 1, 2006**July 26, 2005May 21, 2007
Investment Trust II
Rittenhouse GrowthRittenhouseJuly 28, 2005July 26, 2005May 21, 2007
Santa Barbara Dividend GrowthSBAMMarch 1, 2006March 27, 2006*May 21, 2007
Santa Barbara GrowthSBAMMarch 1, 2006March 27, 2006*May 21, 2007
Santa Barbara Growth OpportunitiesSBAMMarch 1, 2006March 27, 2006*May 21, 2007
Tradewinds Global All-CapTradewindsMarch 1, 2006**March 27, 2006*May 21, 2007
Tradewinds International ValueTradewindsMarch 1, 2006July 26, 2005May 21, 2007
 * Consent of sole shareholder
** Original Sub-Advisory Agreement dated July 28, 2005. March 1, 2006 is the date NWQ reorganized into two distinct entities, NWQ and Tradewinds. New agreement was executed on March 1, 2006 to reflect Tradewinds’ name.


G-1

Appendix H
Form of Investment Sub-advisoryR&T Subadvisory Agreement
 
AGREEMENT MADE THIS [     ]th day of [     ]June 2008 by and between Nuveen Asset Management, Inc., a Delaware corporation and a registered investment adviser (“Manager”), and <NAME OF SUB-ADVISER>Richards & Tierney, Inc., a Delaware limited liability companyan Illinois corporation and a registered investment adviser (“Sub-Adviser”).
 
WHEREAS, Manager is the investment manager for Nuveen Conservative Allocation Fund, Nuveen Moderate Allocation Fund, and Nuveen Growth Allocation Fund (collectively, the <NAME OF FUND OR FUNDS>“Funds”), each a series (the “Fund(s)”) of <NAME OF TRUST>Nuveen Investment Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
 
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for each Fund,the Funds, upon the terms and conditions hereafter set forth;
 
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
 
1. Appointment. Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services to each Fundthe Funds for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointmentsappointment and agrees to furnish the services herein set forth for the compensation herein provided.
2.A. *Additional Portfolios  In the event that the Trust establishes one or more additional portfolios other than the Fund with respect to which the Manager desires to engage the Sub-Adviser to render investment advisory services hereunder, the Manager shall notify the Sub-Adviser of such desire. If the Sub-Adviser is willing to render such services, it shall notify the Manager in writing whereupon such portfolio or portfolios shall become a Fund hereunder.
 
2. 2.B. Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees and the Manager,(the “Board of Trustees”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for each Fund,the Funds, all on behalf of each Fund.the Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’sthe Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives,objective, policies and restrictions of each Fund.the Funds. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fundthe Funds and to consult with each other regarding the investment affairs of each Fund.the Funds. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program.
 
Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for each Fund,the Funds, and is directed to use its best efforts to obtain best


H-1

execution, which includes most favorable net results and execution of the Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused the TrustFunds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the TrustFunds in excess of the amount of commission another member of an


B-1

exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Trust,Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, the Sub-Adviser, a FundFunds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fundthe Funds as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers;
 
Sub-Adviser further agrees that it:
 
(a)A. will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b)B. will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c)C. will report regularly to Manager and to the Board of Trustees of the Trust(as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
 
(d)D. will prepare such books and records with respect to each Fund’sthe Funds’ securities transactions as required by law, the Funds’ compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and Trust’sthe Board of Trustees such periodic and special reports as Manager or the Board or Managerof Trustees may reasonably request.request; and
E. will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in the Funds’ portfolios. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.


H-2B-2

 

 
3. Expenses. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commission, if any) purchased for the Trust.
 
4. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee based on daily net assetsequal to 50% of the investment management fee payable by the Funds to Manager pursuant to the Management Agreement, less (b) any management fee waivers, expense reimbursement payments, supermarket feesdated [     ], 2008, between Manager and alliance fees waived, reimbursed or paid by the Manager in respect of each Fund at the annual rate set forth below:Trust (the “Management Agreement”).
 
<SCHEDULE>.
The portfolio management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of the investment management fee paid to Manager, and multiplying this product by the net assets of the Trust,Funds, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Trust’sFunds’ net asset value was determined.values were determined, and multiplying this product by 50%.
 
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
 
5. Services to Others. Manager understands, and has advised Trust’sthe Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one other investment company that is not a series of the Trust, provided that whenever each Fundthe Funds and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Trust’sthe Board of Trustees, that in some cases this procedure may adversely affect the size of the position that each Fundthe Funds may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of each Fundthe Funds as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for each Fundthe Funds with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Trust’sthe Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser’s duties under this Agreement will not devote their full such efforts and service to the Trust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.
 
6. Limitation of Liability. Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of law or for any loss


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suffered by the Trust in connection with the performance of Sub-Adviser’s duties under this Agreement, except for a loss resulting from Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.


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7. Term; Termination; Amendment. This Agreement shall become effective with respect to each Fundthe Funds on the date on which it is approved by a vote of a majority of the outstanding voting securities of each Fundthe Funds in accordance with the requirements of the 1940 Act, and shall remain in full force until [AugustAugust 1, 2008]2009 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafterafter the initial period with respect to each Fund,the Funds, but only as long as such continuance is specifically approved for each Fundthe Funds at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, the Funds, Sub-Adviser may continue to serve in such capacity for each Fundthe Funds in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.
 
This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice to the Sub-Adviser. This Agreement may also be terminated by the Trust with respect to each Fundthe Funds by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fundthe Funds on sixty (60) days’ written notice to the Sub-Adviser by the Trust.
 
This Agreement may be terminated with respect to each Fundthe Funds at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of each Fundthe Funds in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action which results in a breach of the covenants of the Sub-Adviser set forth herein.
 
The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.
 
Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Trust is terminated, assigned or not renewed.
 
8. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other partyparty:
 
If to Manager:If to Sub-Adviser:
Nuveen Asset ManagementRichards & Tierney, Inc.
333 West Wacker Drive111 West Jackson Blvd., Suite 1411
Chicago, Illinois 60606Chicago, IL60604
Attention: Mr. John P. AmboianAttention: Mr. David Tierney
With a copy to:
Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Attention: General Counsel
If to the Manager:
<NAME OF MANAGER
ADDRESS OF MANAGER
ATTN:>


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If to the Sub-Adviser:
<NAME OF SUB-ADVISOR
ADDRESS OF SUB-ADVISOR
ATTN:>
 
or such address as such party may designate for the receipt of such notice.
 
9. Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on


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file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Fund,Funds, for the enforcement of any claims.
9.1 **Cross-Indemnification.  Each party to this Agreement (“Indemnitor”) shall indemnify and hold the other party and its officers, directors, employees, representatives, agents, and affiliates (collectively, “Indemnitee”) harmless as follows:
 
a. Duty to Indemnify.  Each Indemnitee shall be indemnified against any and all losses, liabilities, damages, expenses and other costs (including, without limitation, Indemnitee’s own attorneys’ and paralegals’ fees and other litigation expenses) suffered or incurred by Indemnitee arising out of or in connection with any breach or violation of this Agreement, federal or state statutes, rules or regulations, exchange or self-regulatory agency rules and regulations, or common law that is attributable in whole or, to the extent responsible, in part to Indemnitor’s actions or the actions of any person whom Indemnitor may supervise or control, in any civil, criminal, administrative, arbitration, mediation or other proceeding.
b. Notice of Claims.  An Indemnitee asserting an indemnity claim shall promptly notify Indemnitor in writing of the amount and nature of the claim. Upon receipt of an indemnity claim, the Indemnitor shall, within 30 days, fulfill any part of its obligation then due under this Section or give Indemnitee a written explanation for its denial of the claim. If any indemnity claim is not denied, Indemnitor shall continue to fulfill its indemnity obligations as and when they come due. The Indemnitee shall be entitled at its expense to participate in the defense of any claim, lawsuit, or proceedings. No claim asserted by a third party for which indemnification from Indemnitor is sought shall be settled without first obtaining the written consent of Indemnitor, which consent shall not be unreasonably withheld.
10. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of


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this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
 
11. Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 9 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.
 
IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.
 
<NAME OF MANAGER>,
By: ­ ­
Title: ­ ­
<NAME OF SUB-ADVISER>;
By: ­ ­
Title: ­ ­
*  NUVEEN ASSET MANAGEMENT, a
Delaware corporation		Paragraph specific to sub-advisers who are not affiliates of Nuveen Investments, Inc.RICHARDS & TIERNEY, INC., an
Illinois corporation
 
** 9.1 section specific to ICAP sub-advisory agreement.


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By: ­ ­
By: Appendix I­ ­
Name:Name:
Title:  Managing DirectorTitle:
Sub-Advisory Fee Rates and
Aggregate Sub-Advisory Fees Paid
                 
  
      Fund
 Percentage of
 Fees Paid
    
      Average
 the NAM
 to the
    
      Daily Net
 Advisory
 Sub-Adviser
  Net Assets
 
      Assets of
 Fee Paid to
 During Last
  as of
 
Trust Fund Sub-Adviser Fund Sub-Adviser Fiscal Year  6/30/07 
  
Investment Trust
 Balanced Municipal and Stock ICAP — Equity Portion     $93,297  $78,386,300 
  Balanced Stock and Bond ICAP     $159,896  $58,279,605 
  Large-Cap Value ICAP     $1,878,375  $573,271,958 
  Global Value NWQ — Domestic Portion     $[77,164] $21,274,453 
    Tradewinds — International Portion     $[77,164]    
  NWQ Large-Cap Value NWQ     $0* $12,121,024 
  NWQ Multi-Cap Value NWQ     $4,918,922  $1,500,395,067 
  NWQ Small-Cap Value NWQ     $682,795  $228,044,773 
  NWQ Small/Mid-Cap Value NWQ     $0** $219,646,931 
  Tradewinds Value Opportunities Tradewinds     $1,442,620  $512,836,293 
 
 
Investment Trust II
 Rittenhouse Growth Rittenhouse     $442,211  $119,843,752 
  Santa Barbara Dividend Growth SBAM     $0  $2,979,796 
  Santa Barbara Growth SBAM     $435  $6,008,675 
  Santa Barbara Growth Opportunities SBAM     $483  $1,161,435 
  Tradewinds Global All-Cap Tradewinds     $725,506  $232,748,135 
  Tradewinds International Value Tradewinds     $4,722,900  $996,840,417 
 
 
*  The Fund commenced operations on          ,          .
** The Fund commenced operations on          ,          .


I-1B-5

 

Fee Rates and Net Assets of Other Funds Advised by
Sub-Advisers with Similar Investment Objectives as the Sub-Advised FundsAppendix C
           
  
    Fee Rate Net Assets
 
Sub-Adviser Similar Fund Fund Average Daily Net Assets Fee Rate as of 6/30/07 
  
 
ICAP Mainstay ICAP Equity Fund   0.40% $1,047,369,145 
NWQ MTB LCV All Assets 0.45% $177,495,564 
NWQ MTB LCV II All Assets 0.45% $10,119,167 
NWQ HSBC Investor First $500 million 0.35% $82,521,124 
  Value Next $500 million 0.30%    
    Over $1 billion 0.25%    
NWQ ING Small Cap First $150 million 0.50% $84,428,946 
  Value Choice Over $150 million 0.60%    
NWQ Roszel/NWQ Small Cap Value First $200 million
Next $200 million
Over $400 million		 0.40%
0.32%
0.30%		 $5,051,816 
NWQ Wilshire Small First $25 million 1.00% $8,244,256 
  Company Value Next $50 million 0.75%    
    Over $75 million 0.60%    
NWQ Mercer Small/ All Assets 0.60% $47,742,629 
  MidCap Value        
Rittenhouse
(sub-adviser)		 Merrill Lynch Variable Insurance Trust/The Roszel/Rittenhouse Large Cap Growth Portfolio First $200 million
Next $200 million
Over $400 million		 0.35%
0.27%
0.25%		 $7,855,243 
Rittenhouse
(sub-adviser)		 The Timothy Plan     $59,006,965 
Rittenhouse
(sub-adviser)		 UBS Fiduciary Trust Company Large Company Growth Portfolio     $65,844,357 
SBAM New Covenant Fund All Assets 0.50% $88,7[      ] 
Tradewinds ING Value Choice First $250 million
Over $250 million		 0.50%
0.55%		 $346,883,419 
Tradewinds ING Global Value Choice Net Transitioned Assets 0.40% $124,206,477 


I-2

           
  
    Fee Rate Net Assets
 
Sub-Adviser Similar Fund Fund Average Daily Net Assets Fee Rate as of 6/30/07 
  
 
    Excess of Transitioned Assets 0.60%    
    Transitioned Assets $106,761,453 as of 1/2005 start date.      
Tradewinds Activa First $50 million 0.65% $46,408,786 
    Over $50 million 0.55%    
Tradewinds Northern Trust First $100 million 0.55% $373,907,016 
    Next $150 million 0.50%    
    Over $250 million 0.45%    
Tradewinds ING International First $300 million 0.50% $106,110,712 
  Value Choice Over $300 million 0.55%    
 
 


I-3

Appendix J
 
Officers and Directors of Sub-AdvisersR&T
 
Sub-AdviserNamePrincipal Occupation
HydePark[     ][          ]
ICAPJerrold K. Senser
225 West Wacker Drive
Chicago, IL 60606		Chief Executive Officer and Chief Investment Officer, Director
Thomas R. Wenzel
225 West Wacker Drive
Chicago, IL 60606		Executive Vice President and Director of Research
Pamela H. Conroy
225 West Wacker Drive
Chicago, IL 60606		Executive Vice President and Chief Operating Officer, Director
Gary S. Maurer
225 West Wacker Drive
Chicago, IL 60606		Executive Vice President
Paula L. Rogers
225 West Wacker Drive
Chicago, IL 60606		Executive Vice President
Brian A. Murdock
51 Madison Avenue
New York, NY 10010		Director of ICAP and Chief Executive Officer of New York Life Investment Management
Gary W. Wendlandt
51 Madison Avenue
New York, NY 10010		Director of ICAP and Senior Executive Vice President and Chief Investment Officer of New York Life Insurance Company
Mike Sproule
51 Madison Avenue
New York, NY 10010		Director of ICAP and Executive Vice President and Chief Financial Officer of New York Life Insurance Company
NWQJon D. Bosse, CFA
Managing Director,
Executive Committee Member,
Investment Oversight Committee Member, Co-President and Chief Investment Officer
John E. Conlin
Managing Director,
Executive Committee Member,
Co-President and Chief Operating Officer		Board Member (since 2005), Pope Resources M.L.P.; Board Member (since 2005), Acme Communications Corporation.
Edward C. Friedel, CFA
Managing Director, Executive Committee Member, Investment Oversight Committee Member
Phyllis G. Thomas, CFA
Managing Director, Investment Oversight Committee Member
Michael J. Carne, CFA
Managing Director


J-1

Sub-AdviserNamePrincipal Occupation
Mark A. Morris
Managing Director
Mark R. Patterson, CFA
Managing Director
James T. Stephenson, CFA
Managing Director
David M. Stumpf, CFA, CFP
Managing Director
Gregg S. Tenser, CFA
Managing Director
Darren T. Peers
Managing Director
Kirk Allen
Managing Director
RittenhouseJohn P. Amboian
333 West Wacker Drive
Chicago, IL 60606		Chief Executive Officer, President and Director of Nuveen Investments, Inc., Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisors Inc. and Nuveen Investments Holdings, Inc.
Nancy M. CrouseManaging Director of Rittenhouse Asset Management, Inc.
James J. Jolinger
Five Radnor Corporate Center
Radnor, PA 19087		Director of Research of Rittenhouse Asset Management, Inc.
Mary E. Keefe
333 W. Wacker Drive
Chicago, IL 60606		Managing Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Advisors Inc., Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.
Daniel C. Roarty
Five Radnor Corporate Center
Radnor, PA 19087		Managing Director of Rittenhouse Asset Management, Inc.
John P. Waterman
Five Radnor Corporate Center
Radnor, PA 19087		Chief Investment Officer of Rittenhouse Asset Management, Inc.
Margaret S. Woolley
Five Radnor Corporate Center
Radnor, PA 19087		Vice President and Director of Trading of Rittenhouse Asset Management, Inc.
SBAMMichael G. Mayfield, President
Steven Spencer, Chief Operating Officer
George M. Tharakan, Director of Research
James R. Boothe, Portfolio Manager
Britton C. Smith, Portfolio Manager
SymphonyJeffery L. Skelton
President; Chief Executive Officer		President and Chief Executive Officer of Symphony Asset Management LLC; Manager/Member, NetNet Ventures, LLC.


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Sub-AdviserNamePrincipal Occupation
Neil L. Rudolph
Chief Operating Officer; Chief Financial Officer		Chief Operating Officer and Chief Financial Officer of Symphony Asset Management LLC; Manager/Member, NetNet Ventures, LLC.
Mary E. Keefe
Chief Compliance Officer		Managing Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Advisers Inc. and Rittenhouse Asset Management, Inc.; Chief Compliance Officer of Symphony Asset Management LLC.
Michael J. Henman
Vice President; Director of Business Development		Vice President and Director of Business Development of Symphony Asset Management LLC; Manager/Member, NetNet Ventures, LLC.
Praveen K. Gottipalli
Vice President; Director of Investments		Portfolio Manager and Manager/Member, NetNet Ventures, LLC.
Gunther M. Stein
Vice President; Director of Fixed Income Strategies		Vice President and Director of Fixed Income Strategies of Symphony Asset Management LLC; Portfolio Manager, Nuveen.
TradewindsMichael C. Mendez
President, Managing Director		President, Managing Director of Tradewinds Global Investors, LLC (since March 2006); formerly, President and Director (2002-2006) of NWQ Investment Management Company, LLC; President and Managing Director,(1999-2006), Managing Director(1992-1999) of NWQ Investment Management Company, Inc.
David B. Iben
Chief Investment Officer, Managing Director, Portfolio Manager/Analyst		Chief Investment Officer and Managing Director Portfolio Manager of Tradewinds Global Investors, LLC (since March 2006); Managing Director and Portfolio Manager (2002-2006) of NWQ Investment Management Company, LLC; Managing Director and Portfolio Manager, (2000-2002), of NWQ Investment Management Company, Inc.; Chartered Financial Analyst.
Paul J. Hechmer
Managing Director, Portfolio Manager/Analyst		Managing Director, Portfolio Manager/Analyst of Tradewinds Global Investors, LLC (since March 2006); Managing Director, Portfolio Manager/Analyst(2002-2006) of NWQ Investment Management Company, LLC; PortfolioManager/Analyst (2001-2002) of NWQ Investment Management Company, Inc.
Peter L. Boardman
Managing Director, Equity Analyst		Managing Director, Equity Analyst of Tradewinds Global Investors, LLC (since March 2006); Managing Director, Equity Analyst(2003-2006) of NWQ Investment Management Company, LLC


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Appendix K
 
Beneficial Owners of More Than 5% of Fund Shares[TO BE INSERTED]
Name and Address of
Number of
Percent of
FundTitle of ClassBeneficial OwnerShares OwnedClass
%
%
%
%


K-1C-1

 

Appendix L
Number of Board and Committee Meetings
Held During Each Trust’s Last Fiscal Year
                             
  
              Compliance
       
              Risk
       
              Management
       
              and
     Nominating
 
              Regulatory
     and
 
  Regular
  Special
  Executive
  Dividend
  Oversight
  Audit
  Governance
 
  Board
  Board
  Committee
  Committee
  Committee
  Committee
  Committee
 
Trust Meeting  Meeting  Meeting  Meeting  Meeting  Meeting  Meeting 
  
 
Multistate Trust I  4   5   0   3   4   4   4 
Multistate Trust II  4   5   0   3   4   4   4 
Multistate Trust III  4   5   0   3   4   4   4 
Multistate Trust IV  4   5   0   3   4   4   4 
Municipal Trust  4   5   0   3   4   4   4 
Investment Trust  4   7   0   3   4   4   4 
Investment Trust II  5   9   0   3   4   4   4 
Investment Trust III  4   7   0   3   4   4   4 
Investment Trust V(1)
  0   0   0   0   0   0   0 
 
 
(1) Investment Trust V commenced operations in December 2006.


L-1

Appendix M
Nuveen Fund Board
Audit Committee CharterAppendix D
 
I.  Organization and Membership5%  Owners
 
There shall be a committee of each Board of Directors/Trustees (the “Board”) of the Nuveen Management Investment Companies (the “Funds” or, individually, a “Fund”) to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the exchanges on which shares of the Funds are listed, Section 10a of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committee’s “financial expert” as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies.
 
II.  Statement of Policy, Purpose and Processes[TO BE INSERTED]
The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds’ compliance with legal and regulatory requirements; (4) the independent auditors’ qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds’ internal auditor, and the Funds’ independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund’s annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing


M-1

or issuing an audit report or performing other audit, review or attest services for a Fund, compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, “Nuveen”) or the Funds’ independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds’ independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. These Audit Committee responsibilities may not be delegated to any other Committee or the Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
1. Reviewing and discussing the annual audited financial statements and semi-annual financial statements with Fund management and the independent auditors including major issues regarding accounting and auditing principles and practices, and the Funds’ disclosures in its periodic reports under “Management’s Discussion and Analysis.”
2. Requiring the independent auditors to deliver to the Chairman of the Audit Committee a timely report on any issues relating to the significant accounting policies, management judgments and accounting estimates or other matters that would need to be communicated under Statement on Auditing Standards (sas) No. 90, Audit Committee Communications (which amended sas No. 61, Communication with Audit Committees), that arise during the auditors’ review of the Funds’ financial statements, which information the Chairman shall further communicate to the other members of the Audit Committee, as deemed necessary or appropriate in the Chairman’s judgment.
3. Discussing with management the Funds’ press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Audit Committee shall be authorized to have these discussions with management on behalf of the Audit Committee.


M-2

4. Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation of the Funds’ financial statements, including any significant changes in the Funds’ selection or application of accounting principles and any major issues as to the adequacy of the Funds’ internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by Fund managementand/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative gaap methods on the financial statements.
5. Discussing with management and the independent auditors the effect of regulatory and accounting initiatives on the Funds’ financial statements.
6. Reviewing and discussing reports, both written and oral, from the independent auditorsand/or Fund management regarding (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments and disclosures, and the treatment preferred by the independent auditors; and (c) other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
7. Discussing with Fund management the Funds’ major financial risk exposures and the steps management has taken to monitor and control these exposures, including the Funds’ risk assessment and risk management policies and guidelines. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to risk assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds’ principal executive officer and principal financial officer during their certification process for the Funds’ periodic reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds’ internal controls. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to deficiencies in internal controls, material weaknesses, or any fraud associated with internal controls.
With respect to the independent auditors:
1. Selecting, appointing, retaining or replacing the independent auditors, subject, if applicable, only to Board and shareholder ratification; and compensating, evaluating and overseeing the work of the independent auditor (including the resolution of disagreements between Fund management and the independent auditor regarding financial reporting).
2. Meeting with the independent auditors and Fund management to review the scope, fees, audit plans and staffing for the audit, for the current year. At the conclusion of the audit, reviewing such audit results, including the independent auditors’


M-3

evaluation of the Funds’ financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services, and the terms thereof, to be performed for the Funds by their independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10a of the Exchange Act that the Audit Committee approves prior to the completion of the audit, in accordance with any policies or procedures relating thereto as adopted by the Board or the Audit Committee. The Chairman of the Audit Committee shall be authorized to give pre-approvals of such non-audit services on behalf of the Audit Committee.
4. Obtaining and reviewing a report or reports from the independent auditors at least annually (including a formal written statement delineating all relationships between the auditors and the Funds consistent with Independent Standards Board Standard 1, as may be amended, restated, modified or replaced) regarding (a) the independent auditor’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the independent auditor and the Funds and their affiliates, in order to assist the Audit committee in assessing the auditor’s independence. After reviewing the foregoing report[s] and the independent auditor’s work throughout the year, the Audit Committee shall be responsible for evaluating the qualifications, performance and independence of the independent auditor and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of Fund management and the internal auditors, and discussing such reports with the independent auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by Section 10a(b) of the Exchange Act regarding any illegal act detected by the independent auditor (whether or not perceived to have a material effect on the Funds’ financial statements) and obtaining from the independent auditors any information about illegal acts in accordance with Section 10a(b).
6. Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further considering the rotation of the independent auditor firm itself.


M-4

7. Establishing and recommending to the Board for ratification policies for the Funds’, Fund management or the Fund adviser’s hiring of employees or former employees of the independent auditor who participated in the audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor.
With respect to any internal auditor:
1. Reviewing the proposed programs of the internal auditor for the coming year. It is not the obligation or responsibility of the Audit Committee to confirm the independence of any Nuveen internal auditors performing services relating to the Funds or to approve any termination or replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits pertaining to the Funds and a progress report on the proposed internal audit plan for the Funds, with explanations for significant deviations from the original plan.
With respect to pricing and valuation oversight:
1. The Board has responsibilities regarding the pricing of a Fund’s securities under the 1940 Act. The Board has delegated this responsibility to the Committee to address valuation issues that arise between Board meetings, subject to the Board’s general supervision of such actions. The Committee is primarily responsible for the oversight of the Pricing Procedures and actions taken by the internal Valuation Group (“Valuation Matters”). The Valuation Group will report on Valuation Matters to the Committeeand/or the Board of Directors/Trustees, as appropriate.
2. Performing all duties assigned to it under the Funds’ Pricing Procedures, as such may be amended from time to time.
3. Periodically reviewing and making recommendations regarding modifications to the Pricing Procedures as well as consider recommendations by the Valuation Group regarding the Pricing Procedures.
4. Reviewing any issues relating to the valuation of a Fund’s securities brought to the Committee’s attention, including suspensions in pricing, pricing irregularities, price overrides, self-pricing, nav errors and corrections thereto, and other pricing matters. In this regard, the Committee should consider the risks to the Funds in assessing the possible resolutions of these Valuation Matters.
5. Evaluating, as it deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board.
6. Reviewing any reports or comments from examinations by regulatory authorities relating to Valuation Matters of the Funds and consider management’s responses to any such comments and, to the extent the Committee deems necessary or appropriate, propose to managementand/or the full Board the modification of the Fund’s policies and procedures relating to such matters. The Committee, if deemed necessary or desirable, may also meet with regulators.
7. Meeting with members of management of the Funds, outside counsel, or others in fulfilling its duties hereunder, including assessing the continued appropriateness


M-5

and adequacy of the Pricing Procedures, eliciting any recommendations for improvements of such procedures or other Valuation Matters, and assessing the possible resolutions of issues regarding Valuation Matters brought to its attention.
8. Performing any special review, investigations or oversight responsibilities relating to Valuation as requested by the Board of Directors/Trustees.
9. Investigating or initiating an investigation of reports of improprieties or suspected improprieties in connection with the Fund’s policies and procedures relating to Valuation Matters not otherwise assigned to another Board committee.
Other responsibilities:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund adviser’s counsel and independent counsel to the Board legal matters that may have a material impact on the Fund’s financial statements or compliance policies.
2. Receiving and reviewing periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds.
3. Reviewing with the independent auditors, with any internal auditor and with Fund management, the adequacy and effectiveness of the accounting and financial controls of the Funds, and eliciting any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures that might be deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters.
5. Discussing with management and the independent auditor any correspondence with regulators or governmental agencies that raises material issues regarding the Funds’ financial statements or accounting policies.
6. Obtaining reports from management with respect to the Funds’ policies and procedures regarding compliance with applicable laws and regulations.
7. Reporting regularly to the Board on the results of the activities of the Audit Committee, including any issues that arise with respect to the quality or integrity of the Funds’ financial statements, the Funds’ compliance with legal or regulatory requirements, the performance and independence of the Funds’ independent auditors, or the performance of the internal audit function.
8. Performing any special reviews, investigations or oversight responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and recommending to the Board approval of any proposed changes deemed necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit Committee.


M-6

11. Establishing procedures for the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of Fund management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds.
Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds’ financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations.


M-7D-1

 

 
[NUVEEN INVESTMENTS LOGO][NUVEEN INVESTMENTS LOGO]
 
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
 
(800) 257-8787
 
www.nuveen.comMF-MDP1007XXX-XXX0508

 

(NUVEEN INVESTMENTS LOGO)(NUVEEN INVESTMENT LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(ARROW)ç
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.
 
2. On the Internet atwww.proxyweb.com, and follow the simple instructions.
 
3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


NUVEEN BALANCED STOCK
AND BOND FUND
THIS PROXY IS SOLICITED BY THE BOARD OF THE BOARD OF THE
FUND NAME PRINTS HERETRUST FOR A SPECIAL MEETING OF SHAREHOLDERS, JUNE 23, 2008

OCTOBER 12, 2007
A Special Meeting of shareholders will be held in the 31st31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday, October 12, 2007Monday, June 23, 2008 at 10:00 a.m.2:30 p.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on October 12, 2007,June 23, 2008, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).

 
ê                Date:                                                                 
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[                                                                                     ]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
ê Nuveen — Oct — MF — MM


In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted “FOR” each proposal.
êPlease fill in box(es) as shown using black or blue ink or number 2 pencil.xê
PLEASE DO NOT USE FINE POINT PENS.
FORAGAINSTABSTAIN
1.To approve a new investment management agreement between each Trust and Nuveen Asset Management (“NAM”), each Fund’s investment adviser.ooo
2.a. To approve a new sub-advisory agreement between NAM and Institutional Capital LLC.ooo
3.Election of Board Members:FOR NOMINEESWITHHOLD AUTHORITY
(listed at leftto vote for
(01) Robert P. Bremner(04) David J. Kundert(07) Judith M. Stockdaleexcept asall nominees
(02) Jack B. Evans(05) William J. Schneider(08) Carole E. Stonemarked tolisted at left
(03) William C. Hunter(06) Timothy R. Schwertfegerthe contrary)
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.)oo
FORAGAINSTABSTAIN
4.To approve a new sub-advisory agreement between NAM and each sub-adviser below:ooo
a. To approve a new sub-advisory agreement between NAM and HydePark Investment Strategies, LLC, and.ooo
b. To approve a new sub-advisory agreement between NAM and Symphony Asset Management LLC.ooo
5.To approve a change in the Fund’s investment objective.ooo
6.To ratify the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the current fiscal year
7.To transact such other business as may properly come before the Special Meeting.ooo
êPLEASE SIGN ON REVERSE SIDEMF — 2ê

(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(ARROW)
3 EASY WAYS TO VOTE YOUR PROXY
1.Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.
2.On the Internet atwww.proxyweb.com, and follow the simple instructions.
3.Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


ê 
THIS PROXY IS SOLICITED BY THE BOARD OF THE
FUND NAME PRINTS HERETRUST FOR A SPECIAL MEETING OF SHAREHOLDERS,
OCTOBER 12, 2007êNUVEEN-JUN-MF-MM
A Special Meeting of shareholders will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday, October 12, 2007 at 10:00 a.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).

ê           Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
ê Nuveen — Oct — MF — MM


 

 

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted “FOR” each proposal.
     
ê Please fill in box(es) as shown using black or blue ink or number 2 pencil.x ê
  PLEASE DO NOT USE FINE POINT PENS.  
                   
              FOR AGAINST ABSTAIN
                   
1. To approve a new investment management agreement between each Trust and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. o o o
                   
2. a. To approve a new sub-advisory agreement between NAM and Institutional Capital LLC. o o o
                   
3. Election of Board Members: FOR WITHHOLD  
              NOMINEES AUTHORITY  
              listed at left to vote for  
  (01) Robert P. Bremner (04) David J. Kundert (07) Judith M. Stockdale (except as all nominees  
  (02) Jack B. Evans (05) William J. Schneider (08) Carole E. Stone marked to listed at left  
  (03) William C. Hunter (06) Timothy R. Schwertfeger     the contrary)    
                   
              o o  
                   
  (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.)      
                   
         
                   
              FOR AGAINST ABSTAIN
                   
6. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. o o o
                   
7. To transact such other business as may properly come before the Special Meeting. o o o
FORAGAINSTABSTAIN
1.To approve a new sub-advisory agreement between NAM and Richards & Tierney, Inc.ooo
2.To approve a change to the Fund’s investment objective.ooo
3.To approve a change to the Fund’s diversification policy.
 
 
 
PLEASE SIGN ON REVERSE SIDE
ê ê MF — 3MF-0608-BSBF

 

(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(ARROW)
3 EASY WAYS TO VOTE YOUR PROXY
1.Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.
2.On the Internet atwww.proxyweb.com, and follow the simple instructions.
3.Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


THIS PROXY IS SOLICITED BY THE BOARD OF THE
FUND NAME PRINTS HERETRUST FOR A SPECIAL MEETING OF SHAREHOLDERS,
OCTOBER 12, 2007
A Special Meeting of shareholders will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday, October 12, 2007 at 10:00 a.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).

ê           Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
ê Nuveen — Oct — MF — MM


In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted “FOR” each proposal.
êPlease fill in box(es) as shown using black or blue ink or number 2 pencil.xê
PLEASE DO NOT USE FINE POINT PENS.
                   
              FOR AGAINST ABSTAIN
                   
1. To approve a new investment management agreement between each Trust and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. o o o
                   
2. b. To approve a new sub-advisory agreement between NAM and NWQ Investment Management Company, LLC. o o o
                   
3. Election of Board Members: FOR WITHHOLD  
              NOMINEES AUTHORITY  
              listed at left to vote for  
  (01) Robert P. Bremner (04) David J. Kundert (07) Judith M. Stockdale (except as all nominees  
  (02) Jack B. Evans (05) William J. Schneider (08) Carole E. Stone marked to listed at left  
  (03) William C. Hunter (06) Timothy R. Schwertfeger     the contrary)    
                   
              o o  
                   
  (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.)      
                   
   ��     
                   
              FOR AGAINST ABSTAIN
                   
6. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. o o o
                   
7. To transact such other business as may properly come before the Special Meeting. o o o
PLEASE SIGN ON REVERSE SIDE
êê MF — 4

(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(ARROW)
3 EASY WAYS TO VOTE YOUR PROXY
1.Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.
2.On the Internet atwww.proxyweb.com, and follow the simple instructions.
3.Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


THIS PROXY IS SOLICITED BY THE BOARD OF THE
FUND NAME PRINTS HERETRUST FOR A SPECIAL MEETING OF SHAREHOLDERS,
OCTOBER 12, 2007
A Special Meeting of shareholders will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday, October 12, 2007 at 10:00 a.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).

ê           Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
ê Nuveen — Oct — MF — MM


In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted “FOR” each proposal.
êPlease fill in box(es) as shown using black or blue ink or number 2 pencil.xê
PLEASE DO NOT USE FINE POINT PENS.
                   
              FOR AGAINST ABSTAIN
                   
1. To approve a new investment management agreement between each Trust and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. o o o
                   
2. e. To approve a new sub-advisory agreement between NAM and Tradewinds Global Investors, LLC. o o o
                   
3. Election of Board Members: FOR WITHHOLD  
              NOMINEES AUTHORITY  
              listed at left to vote for  
  (01) Robert P. Bremner (04) David J. Kundert (07) Judith M. Stockdale (except as all nominees  
  (02) Jack B. Evans (05) William J. Schneider (08) Carole E. Stone marked to listed at left  
  (03) William C. Hunter (06) Timothy R. Schwertfeger     the contrary)    
                   
              o o  
                   
  (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.)      
                   
         
                   
              FOR AGAINST ABSTAIN
                   
6. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. o o o
                   
7. To transact such other business as may properly come before the Special Meeting. o o o
PLEASE SIGN ON REVERSE SIDE
êê MF — 7

(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(ARROW)
3 EASY WAYS TO VOTE YOUR PROXY
1.Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.
2.On the Internet atwww.proxyweb.com, and follow the simple instructions.
3.Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


THIS PROXY IS SOLICITED BY THE BOARD OF THE
FUND NAME PRINTS HERETRUST FOR A SPECIAL MEETING OF SHAREHOLDERS,
OCTOBER 12, 2007
A Special Meeting of shareholders will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday, October 12, 2007 at 10:00 a.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).

ê           Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
ê Nuveen — Oct — MF — MM


In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted “FOR” each proposal.
êPlease fill in box(es) as shown using black or blue ink or number 2 pencil.xê
PLEASE DO NOT USE FINE POINT PENS.
                   
              FOR AGAINST ABSTAIN
                   
1. To approve a new investment management agreement between each Trust and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. o o o
                   
2. To approve a new sub-advisory agreement between NAM and each sub-adviser below: o o o
                   
  b. To approve a new sub-advisory agreement between NAM and NWQ Investment Management Company, LLC; o o o
                   
  e. To approve a new sub-advisory agreement between NAM and Tradewinds Global Investors, LLC. o o o
                   
3. Election of Board Members: FOR WITHHOLD  
              NOMINEES AUTHORITY  
              listed at left to vote for  
  (01) Robert P. Bremner (04) David J. Kundert (07) Judith M. Stockdale (except as all nominees  
  (02) Jack B. Evans (05) William J. Schneider (08) Carole E. Stone marked to listed at left  
  (03) William C. Hunter (06) Timothy R. Schwertfeger     the contrary)    
                   
              o o  
                   
  (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.)      
                   
         
                   
              FOR AGAINST ABSTAIN
                   
6. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. o o o
                   
7. To transact such other business as may properly come before the Special Meeting. o o o
PLEASE SIGN ON REVERSE SIDE
êê MF — 9